Natuzzi Group
Annual Report 2015

Plain-text annual report

Natuzzi S.p.A Annual Report on Form 20-F 2015 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended: December 31, 2015 Commission file number: 001-11854 NATUZZI S.p.A. (Exact name of Registrant as specified in its charter) Republic of Italy (Jurisdiction of incorporation or organization) Via Iazzitiello 47, 70029, Santeramo in Colle, Bari, Italy (Address of principal executive offices) Mr. Vittorio Notarpietro Tel.: +39 080 8820 111; vnotarpietro@natuzzi.com; Via Iazzitiello 47, 70029 Santeramo in Colle, Bari, Italy (Name, telephone, e-mail and/or facsimile number and address of company contact person) Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of each class American Depositary Shares, each representing one Ordinary Share Ordinary Shares, with a par value of €1.00 each Name of each exchange on which registered New York Stock Exchange New York Stock Exchange (for listing purposes only) Securities registered or to be registered pursuant to Section 12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: As of December 31, 2015 54,853,045 Ordinary Shares Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.1 Yes  No  If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes  No  Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  No  Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  No  Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer  Accelerated filer  Non-accelerated filer  Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP  IFRS  Other  If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.  Item 17  Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  No  PART I 3 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE ITEM 3. KEY INFORMATION Selected Financial Data........................................................................................................................................................................... Exchange Rates ....................................................................................................................................................................................... Risk Factors ............................................................................................................................................................................................ ITEM 4. INFORMATION ON THE COMPANY Introduction ............................................................................................................................................................................................. Organizational Structure ......................................................................................................................................................................... Strategy ................................................................................................................................................................................................... Manufacturing ......................................................................................................................................................................................... Supply-Chain Management .................................................................................................................................................................... Products and Innovation ......................................................................................................................................................................... Advertising ............................................................................................................................................................................................. Retail Development ................................................................................................................................................................................ Markets ................................................................................................................................................................................................... Customer Credit Management ................................................................................................................................................................ Incentive Programs and Tax Benefits ..................................................................................................................................................... Management of Exchange Rate Risk ...................................................................................................................................................... Trademarks and Patents .......................................................................................................................................................................... Regulation ............................................................................................................................................................................................... Environmental Regulatory Compliance .................................................................................................................................................. Insurance ................................................................................................................................................................................................. Description of Properties ........................................................................................................................................................................ Capital Expenditures ............................................................................................................................................................................... ITEM 4A. UNRESOLVED STAFF COMMENTS ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS Critical Accounting Policies and estimates ............................................................................................................................................. Results of Operations .............................................................................................................................................................................. 2015 Compared to 2014 .......................................................................................................................................................................... 2014 Compared to 2013 .......................................................................................................................................................................... Liquidity and Capital Resources ............................................................................................................................................................. Contractual Obligations and Commitments ............................................................................................................................................ Trend information ................................................................................................................................................................................... Off-Balance Sheet Arrangements ........................................................................................................................................................... Related Party Transactions ..................................................................................................................................................................... New Accounting Standards under Italian and U.S. GAAP ..................................................................................................................... ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES Compensation of Directors and Officers ................................................................................................................................................ Statutory Auditors ................................................................................................................................................................................... External Auditors .................................................................................................................................................................................... Employees ............................................................................................................................................................................................... Share Ownership ..................................................................................................................................................................................... ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS Major Shareholders ................................................................................................................................................................................. Related Party Transactions ..................................................................................................................................................................... ITEM 8. FINANCIAL INFORMATION Consolidated Financial Statements ......................................................................................................................................................... Export Sales ............................................................................................................................................................................................ Legal and Governmental Proceedings .................................................................................................................................................... Dividends ................................................................................................................................................................................................ ITEM 9. THE OFFER AND LISTING Trading Markets and Share Prices .......................................................................................................................................................... 3 3 3 3 4 5 10 10 11 12 14 17 19 21 21 22 26 26 27 27 28 28 28 29 29 30 30 30 34 35 38 40 42 44 46 46 46 48 51 52 52 52 55 55 55 56 56 56 56 56 57 58 58 i  59 59 64 64 65 69 69 71 71 71 71 71 72 72 72 72 74 74 74 74 74 75 75 75 78 79 79 79 ITEM 10. ADDITIONAL INFORMATION By-laws ................................................................................................................................................................................................... Material Contracts................................................................................................................................................................................... Exchange Controls .................................................................................................................................................................................. Taxation .................................................................................................................................................................................................. Documents on Display ............................................................................................................................................................................ ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES ITEM 12A. DEBT SECURITIES ITEM 12B. WARRANTS AND RIGHTS ITEM 12C. OTHER SECURITIES ITEM 12D. AMERICAN DEPOSITARY SHARES PART II ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS ITEM 15. CONTROLS AND PROCEDURES ITEM 16. [RESERVED] ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT ITEM 16B. CODE OF ETHICS ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES. ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT ITEM 16G. CORPORATE GOVERNANCE ITEM 16H. MINE SAFETY DISCLOSURE. PART III ITEM 17. FINANCIAL STATEMENTS ITEM 18. FINANCIAL STATEMENTS ITEM 19. EXHIBITS ii PRESENTATION OF FINANCIAL AND OTHER INFORMATION In this annual report on Form 20-F (the “Annual Report”), references to “€” or “Euro” are to the Euro and references to “U.S. dollars,” “dollars,” “U.S.$” or “$” are to United States dollars. Amounts stated in U.S. dollars, unless otherwise indicated, have been translated from the Euro amount by converting the Euro amounts into U.S. dollars at the noon buying rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York (the “Noon Buying Rate”) for euros on December 31, 2015 of U.S.$ 1.0859. The foreign currency conversions in this Annual Report should not be taken as representations that the foreign currency amounts actually represent the equivalent U.S. dollar amounts or could be converted into U.S. dollars at the rates indicated. The Consolidated Financial Statements included in Item 18 of this Annual Report are prepared in conformity with accounting principles established by the Italian Accounting Profession (“Italian GAAP”). These principles vary in certain significant respects from generally accepted accounting principles in the United States (“U.S. GAAP”). See Note 31 to the Consolidated Financial Statements included in Item 18 of this Annual Report. All discussions in this Annual Report are in relation to Italian GAAP, unless otherwise indicated. In this Annual Report, the term “seat” is used as a unit of measurement. A sofa consists of three seats; an armchair consists of one seat. The terms “Natuzzi,” “Natuzzi Group”, “Company,” “Group,” “we,” “us,” and “our,” unless otherwise indicated or as the context may otherwise require, mean Natuzzi S.p.A. and its consolidated subsidiaries. 1 FORWARD-LOOKING INFORMATION The Company makes forward-looking statements in this Annual Report. Statements that are not historical facts, including statements about the Group’s beliefs and expectations, are forward-looking statements. Words such as “believe,” “expect,” “intend,” “plan” and “anticipate” and similar expressions are intended to identify forward-looking statements but are not exclusive means of identifying such statements. These statements are based on management’s current plans, estimates and projections, and therefore readers should not place undue reliance on them. Forward-looking statements speak only as of the dates they were made, and the Company undertakes no obligation to update or revise any of them, whether as a result of new information, future events or otherwise. Projections and targets included in this Annual Report are intended to describe our current targets and goals, and not as a prediction of future performance or results. The attainment of such projections and targets is subject to a number of risks and uncertainties described in the paragraph below and elsewhere in this Annual Report. See “Item 3. Key Information—Risk Factors.” Forward-looking statements involve inherent risks and uncertainties, as well as other factors that may be beyond our control. The Company cautions readers that a number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. Such factors include, but are not limited to: effects on the Group from competition with other furniture producers, material changes in consumer demand or preferences, significant economic developments in the Group’s primary markets, the Group’s execution of its reorganization plans for its manufacturing facilities, significant changes in labor, material and other costs affecting the construction of new plants, significant changes in the costs of principal raw materials, significant exchange rate movements or changes in the Group’s legal and regulatory environment, including developments related to the Italian Government’s investment incentive or similar programs. The Company cautions readers that the foregoing list of important factors is not exhaustive. When relying on forward-looking statements to make decisions with respect to the Company, investors and others should carefully consider the foregoing factors and other uncertainties and events. 2 PART I ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS Not applicable. ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE Not applicable. ITEM 3. KEY INFORMATION Selected Financial Data The following table sets forth selected consolidated financial data for the periods indicated and is qualified by reference to, and should be read in conjunction with, the Consolidated Financial Statements and the notes thereto included in Item 18 of this Annual Report and the information presented under “Operating and Financial Review and Prospects” included in Item 5 of this Annual Report. The statement of operations and balance sheet data presented below have been derived from the Consolidated Financial Statements. The Consolidated Financial Statements, from which the selected consolidated financial data set forth below has been derived, were prepared in accordance with Italian GAAP, which differ in certain respects from U.S. GAAP. For a discussion of the principal differences between Italian GAAP and U.S. GAAP as they relate to the Group’s consolidated net loss and shareholders’ equity, see Note 31 to the Consolidated Financial Statements included in Item 18 of this Annual Report. Year Ended At December 31, Statement of Operations Data: Amounts in accordance with Italian GAAP : Net sales: Leather- and fabric-upholstered furniture Other(2) Total net sales Cost of sales Gross profit Selling expenses General and administrative expenses Operating income (loss) Operating income (loss) per Ordinary Share Other income (expense), Net (3) Income (loss) before taxes and minority interests Income taxes Income (loss) before non-controlling interests Non-controlling interest Net income (loss) Net income (loss) per Ordinary Share Dividends declared per share Amounts in accordance with U.S. GAAP: Net sales Operating income (loss) (5) Operating income (loss) per Ordinary Share (5) Net income (loss) Net income (loss) per Ordinary Share (basic and diluted) Weighted average number of Ordinary Shares Outstanding Balance Sheet Data : Amounts in accordance with Italian GAAP : Current assets Total assets Current liabilities Long-term debt Non-controlling interest Shareholders’ equity attributable Subsidiaries(6) Net Asset Amounts in accordance with U.S. GAAP: Total assets Shareholders’ equity attributable Subsidiaries Net Asset to Natuzzi S.p.A. and to Natuzzi S.p.A. and 2015 (millions of dollars, except Ordinary Share)(1) per 2015 2014 2013 2012 2011 (millions of euro, except per Ordinary Share) $ $ € € 482.1 56.8 538.9 (364,7) 174.2 (147.2) (35.4) (8.4) (0.15) (9.2) (17.5) (0.7) (18.2) 0.0 (18.2) (0.33) — 535.9 (14.2) (0.26) (20.9) (0.38) € € 437.0 51.5 488.5 (330.6) 157.9 (133.4) (32.1) (7.6) (0.14) (8.3) (15.9) (0.6) (16.5) 0.0 (16.5) (0.30) — 485.8 (12.9) (0.23) (18.9) (0.34) € € 409.1 52.3 461.4 (333.2) 128.2 (128.9) (36.3) (37.0) (0.67) (10.5) (47.5) (1.8) (49.3) 0.1 (49.4) (0.90) — 456.4 (42.5) (0.77) (46.0) (0.84) € € 402.8 46.3 449.1 (317.3) 131.8 (126.6) (37.5) (32.3) (0.59) (31.9) (64.2) (4.1) (68.4) 0.2 (68.6) (1.25) — 445.2 (55.8) (1.02) (61.8) (1.13) € € 409.4 59.4 468.8 (313.8) 155.0 (132.4) (39.9) (17.3) (0.32) (4.6) (21.9) (4.1) (26.0) 0.1 (26.1) (0.48) — 459.3 (19.5) (0.35) (29.5) (0.54) 425.3 61.0 486.3 (326.1) 160.2 (144.3) (43.3) (27.3) (0.50) 17.3 (10.0) (8.9) (18.9) 0.7 (19.6) (0.36) — 488.3 (31.9) (0.58) (12.4) (0.23) 54,853,045 54,853,045 54,853,045 54,853,045 54,853,045 54,853,045 $ € € 239.8 379.4 135.8 16.9 3.5 170.8 174.3 € 220.8 349.4 125.1 15.6 3.2 157.3 160.5 239.2 380.0 149.7 6.2 3.0 171.0 174.0 € € 270.2 421.9 138.2 4.2 2.7 208.9 211.6 307.5 476.1 133.2 7.3 2.5 281.1 283.7 327.3 511.0 122.9 10.8 3.0 310.5 313.5 $ 406.2 € 374.1 € 381.3 € 428.9 € 480.6 € 511.0 152.1 155.3 171.1 174.1 217.1 219.8 279.1 281.6 308.6 311.6 165.2 168.6 3 1) 2) Income Statement amounts are converted from euros into U.S. dollars by using the average Federal Reserve Bank of New York Euro exchange rate for 2015 of U.S.$ 1.1032 per 1 Euro. Balance Sheet amounts are converted from euros into U.S. dollars using the Noon Buying Rate of U.S.$ 1.0859 per 1 Euro as of December 31, 2015. Source: Bloomberg (USCFEURO Index). Sales included under “Other” principally consist of sales of polyurethane foam and leather to third parties and sales of living room accessories and beds. 3) Other income (expense), net in 2015 was negatively affected by €3.4 million for one-time employee termination benefits. Other income (expense), net in 2014 was negatively affected by the write down of the €1.4 million investment in the share capital of Salena Srl, by impairment losses of €0.4 million related to the Ginosa plant and by impairment losses of long-lived assets in use of €0.7 million. Other income (expense), net in 2013 was negatively affected by impairment losses of long-lived assets in use of €2.1 million, by the write-off of €6.0 million attributable to an airplane to be sold, by impairment losses of €0.4 million for closed plants, by a provision of €19.9 million for one-time employee termination benefits and by other provisions for contingent liabilities. Other income (expense), net in 2011 was positively affected by the net Chinese relocation compensation and negatively affected by the impairment losses of long-lived assets, a one-time employee termination benefit and the provision for contingent liabilities. See Note 28 to the Consolidated Financial Statements included in Item 18 of this Annual 4) Under US GAAP, impairment losses of €8.5 million for 2013, have been classified as “general and administrative expenses” and are included as part of operating loss (See Note 31). Impairment losses of €5.9 million for 2011 have been reclassified as “general and administrative expenses” from the line “other income/(expenses), net,” where they were classified under Italian GAAP. In addition, under US GAAP, the accruals to the one-time termination benefit provisions were reclassified as “general and administrative expenses” from the line “other income/(expenses), net”, and were also adjusted to reflect the agreements reached with individual employees. The amount of the reclassifications and adjustments performed was 5.5 million, 3.7 million and 11.9 million in 2015, 2014 and 2013 respectively. Share capital as of December 31, 2015, 2014, 2013, 2012 and 2011 amounted to €54.9 million, €54.9 million, €54.9 million, €54.9 million and €54.9 million, respectively. Shareholder’s Equity represents the Total Equity attributable to Natuzzi S.p.A. and its subsidiaries. 5) Exchange Rates The following table sets forth, for each of the periods indicated, the Noon Buying Rate for the Euro expressed in U.S. dollars per Euro. Year: Average(1) At Period End 2011 ............................................................................................................................................................................................................................ 2012 ............................................................................................................................................................................................................................ 2013 ............................................................................................................................................................................................................................ 2014 ............................................................................................................................................................................................................................ 2015 ............................................................................................................................................................................................................................ 1.4002 1.2909 1.3303 1.3210 1.1032 1.2973 1.3186 1.3779 1.2101 1.0859 Month ending on: Low 30-Nov-2015 .............................................................................................................................................................................................................. 31-Dec-2015 ............................................................................................................................................................................................................... 31-Jan-2016 ................................................................................................................................................................................................................ 29-Feb-2016 ............................................................................................................................................................................................................... 31-Mar-2016 .............................................................................................................................................................................................................. 30-Apr-2016 ............................................................................................................................................................................................................... 1.0562 1.0573 1.0743 1.0868 1.0845 1.1239 High 1.1026 1.1025 1.0964 1.1362 1.1390 1.1441 (1) The average of the Noon Buying Rates for the relevant period, calculated using the average of the Noon Buying Rates on the last business day of each month during the period. Source: Federal Reserve Statistical Release on Foreign Exchange Rates– Historical Rates for Euro Area; Bloomberg (USCFEURO Index). The effective Noon Buying Rate on May 13, 2016 was U.S.$ 1.1294 to 1 Euro 4 Risk Factors Investing in the Company’s ADSs involves certain risks. You should carefully consider each of the following risks and all of the information included in this Annual Report. The Group has a recent history of losses; the Group’s future profitability, financial condition and ability to maintain adequate levels of liquidity depend to a large extent on its ability to overcome macroeconomic and operational challenges — The Group reported net losses of €16.5 million in 2015, registering a significant improvement compared to the previous years. Net losses were in 2015 (€16.5 million), 2014 (€49.4 million), 2013 (€68.6 million), 2012 (€26.1 million) and 2011 (€19.6 million), while it reported an operating loss in each of 2015, 2014, 2013, 2012 and 2011 (€7.6 million, €37.0 million, €32.3 million, €17.3 million and €27.3 million respectively) The Group attributes its negative results in 2015 to a persistently difficult macroeconomic environment affecting the furniture industry as a whole (particularly evident in some mature markets such as Europe), including weakness in economic activity in particular in the Euro-zone. In 2014, the Group launched the Transformation Plan (as defined below), which is aimed at restructuring its operations and which foresees, in particular, a reduction in its Italian workforce, the closure of certain Italian facilities and the implementation of more efficient production processes in all of its manufacturing plants, including those in Italy, that remain in operation. Following the initial phase of the implementation of such plan, the Group faced other operational challenges at the Italian and Chinese plants, that resulted in temporary inefficiencies and additional costs, which affected the Group’s overall profitability. In 2015, approximately one year after the timing foreseen in the transformation plan, the Group reached improvements in efficiency, in particular in its Italian and Chinese plants. In the same year the Group realized huge savings in SG&A through a rightsizing plan in the Italian headquarter. In addition in the last four years, pursuant to our obligations under the Italian Reorganization Agreements (as defined below), the Group incurred financial obligations in the amount of €20.0 million (€4.5 million, €13.5 million, €1.4 million and €0.6 million for years 2015, 2014, 2013 and 2012 respectively) connected to an incentive program aimed at the reduction of redundant employees . Despite these incentive payments, the Group increased its Cash and Cash equivalents from €32.9 million at the end of year 2014 to €52.5 million at the end of year 2015. Net financial position at the end of year 2015 amounted to €14.5 million compared to €2.8 million at the 2014 year-end. This significant positive result was a result of benefits deriving from transformation plan and efficiency improvements, trade receivables securitizations and other improvements in net working capital. Year 2015 was also characterized by new financial credit lines granted by financial institutions on both short and long-term basis. As such, management believes that the Group has sufficient source of liquidity to fund working capital expenditures and other contractual obligations for the next 24 months. See “Item 5. Operating and Financial Review and Prospects.” The Group has also faced increased labor costs for some of its manufacturing plants operating abroad. See “Item 4. Information on the Company—Manufacturing” for further information. Our results of operations and ability to maintain adequate levels of liquidity in the future will depend on our ability to overcome these and other challenges. Our failure to achieve profitability in the future could adversely affect the trading price of our shares and our ability to raise additional capital and, accordingly, our ability to grow our business. There can be no assurance that we will succeed in addressing any or all of these risks, and the failure to do so could have a material adverse effect on our business, financial condition and operating results. The worldwide economic downturn over the past few years has impacted the Group’s business and could continue to significantly impact our operations, sales, earnings and liquidity in the foreseeable future — Although in the first half of 2011 the global economy continued to show small signs of recovery following the 2008-2009 global financial crisis, it subsequently lost momentum, with particular reference to the Euro-zone, as a consequence of the sovereign debt crisis affecting Greece, Portugal, Spain, Italy and Ireland. In 2013 and 2014, the global economy continued to grow at a modest pace, but this growth was curbed by the stagnation of economic activity in parts of Europe, as well as the slow-down of some emerging economies. In 2015 recovery remained gradual and economic developments were different across regions. However, the prospects for the world economy still remain uncertain, in particularly owing to persistent weakness in the Euro area (general weakness in the job market, ongoing vulnerability in the real-estate sector, a decreasing level of savings among families, high levels of public indebtedness in most developed countries, political instability, austerity measures designed to reduce public expenditures and consequent decreased consumer spending), the economic slowdown in China, and the downturn in Russia. Furthermore, a resurgence of the sovereign debt crisis in Europe could diminish the banking industry’s ability to lend to the real economy, thus creating a negative spiral of declining production, higher unemployment and a weakening financial sector. These persistently difficult conditions have resulted in a decline in our sales and earnings over the past few years and could continue to impact our sales and earnings in the future. Sales of residential furniture are impacted by downturns in the general economy primarily due to decreased discretionary spending by consumers. The general level of consumer spending is affected by a number of factors, including, among others, general economic conditions, inflation, consumer confidence and the availability of consumer credit, all of which are generally beyond our control. 5 The economic downturn also impacts retailers, our primary customers, and may result in the inability of our customers to pay the amounts owed to us. In addition, if our retail customers are unable to sell our products or are unable to access credit, they may experience financial difficulties leading to bankruptcies, liquidations, and other unfavorable events. If any of these events occur, or if unfavorable economic conditions continue to challenge the consumer environment, our future sales, earnings, and liquidity would likely be adversely impacted. The Group’s ability to generate the significant amount of cash needed to service our debt obligations and comply with our other financial obligations, and our ability to refinance all or a portion of our indebtedness or obtain additional financing depends on multiple factors, many of which may be beyond our control — Our ability to make scheduled payments due on our existing and anticipated debt obligations and on our other financial obligations, and to refinance and to fund planned capital expenditure and development efforts will depend on our ability to generate cash. See “—The Group has a recent history of losses; the Group’s future profitability, financial condition and ability to maintain adequate levels of liquidity depend to a large extent on its ability to overcome macroeconomic and operational challenges.” We will require generation of sufficient operating cash flow from our operations to service our current and future projected indebtedness. Our ability to obtain cash to service our existing and projected debts is subject to a range of economic, financial, competitive, legislative, regulatory, business and other factors, many of which are beyond our control. We may not be able to generate sufficient cash flow from operations to satisfy our existing and projected debt and other financial obligations, in which case, we may have to undertake alternative financing plans, selling assets, reducing or delaying capital investments, or seeking to raise additional capital on terms that may be onerous or highly dilutive. Our ability to refinance our indebtedness will depend on the financial markets and our financial condition at such time. To the extent we have borrowings under bank overdrafts that are payable upon demand or which have short maturities, we may be required to repay or refinance such amounts on short notice, which may be difficult to do on acceptable financial terms or at all. At December 31, 2015, we had €19.0 million of bank overdrafts outstanding. In addition, while we had €52.5 million of cash and cash equivalents at December 31, 2015, 56% of this amount was held by our Chinese subsidiaries, most of which cannot be paid to us as a dividend without incurring withholding taxes. We cannot assure you that any refinancing or restructuring would be possible, that any assets could be sold, or, if sold, of the timing of the sales or the amount of proceeds that would be realized from those sales. We cannot assure you that additional financing could be obtained on acceptable terms, if at all, or would be permitted under the terms of our various debt instruments then in effect. Our failure to generate sufficient cash flow to satisfy our existing and projected debt obligations, or to refinance our obligations on commercially reasonable terms, would have an adverse effect on our business, financial condition and results of operations. The Company uses a securitization program to manage liquidity risk. Should such program be terminated, the Company’s ability to manage such risk will be impaired. As a means to manage liquidity risk, in July 2015, the Company entered into a non-recourse securitization agreement (“Securitization Agreement”) with an affiliate of Banca Intesa (the “Assignee”). Under the Securitization Agreement, the Company assigns certain customer receivables to the Assignee in exchange for short-term credit, thereby providing the Company with an important and stable source of short-term funding. The Company’s ability to continue using this tool to mitigate liquidity risk depends on the assigned receivables meeting certain credit criteria, one such criterion being the continued solvency of the customers owing such receivables. If these criteria are not met, including, for example, because the credit quality of the Company’s customers deteriorates, the Securitization Agreement may be terminated, thereby depriving the Company of an important tool for managing liquidity risk. A copy of the Securitization Agreement is filed as Exhibit 4.5 to this Form 20-F. The Group’s operations have benefited in 2015 and in previous years from a temporary work force reduction program that, if not continued, may have an impact on the Group’s future performance — Due to the persistently difficult business environment that has negatively affected the Group’s sales performance over the past few years, the Company has in recent years entered into a series of agreements with Italian trade unions and the relevant Italian Ministry pursuant to which government funds have been used to pay a substantial portion of the salaries of redundant workers who are subject to layoffs or reduced work schedules (as in the case of the Cassa Integrazione Guadagni Straordinaria, or “CIGS,” an Italian temporary lay-off program). The agreements signed during 2015 have represented a crucial phase. Between October 2013 and October 2015, 500 blue collar workers voluntarily terminated their employment with Company, which led to a gradual reduction of redundant structural staff in the manufacturing and innovation processes. With respect to the improvement of manufacturing levels, on March 3, 2015, the Minister of Labour and Social Politics signed new agreements (the so-called Solidarity Agreement) in order to reduce the redundant staff by reducing the working hours. In this way, more workers can continue to stay at work, though with a reduction of salary that is less than proportional to working hours reduction thanks to Government financial support. The agreement is also focused on increasing competitiveness of the Italian production plants. The Group intends to recover competitiveness through product and process innovation with the aim to recover market share, and potentially maintaining occupational levels. 6 Thanks to the above-mentioned agreement, the incentive plan and a new labor organization, the Company reduced the redundant positions, to 359 work units at the end of year 2015, without strikes or social conflict. In 2016, the Reorganisation Plan will continue to reinforce the competitiveness of plants through the following actions: 1. 2. By implementing a new industrial asset on the basis of the lean enterprise logic by investing in product and process innovation. By maintaining occupational levels through the application of solidarity contracts in its Italian operations. In order to manage 359 redundant units, the Company put in place the so-called ASSIST project. This project offers a set of incentives to third-party companies that hire a certain number of our redundant units. As of the date of this Annual Report, none of our redundant units have been hired by third-party companies. In addition, the Company continues an incentive payment program to incentivize redundant people to resign. We anticipate that 100 units should adhere to this program by June 30, 2016. The Company expects to spend approximately €10 million to cover costs related to the support the agreements signed in March 2015. The Company’s inability to continue reducing redundant structural staff could have an adverse effect on our financial condition, results of operations, and cash flows. The Group’s operations may be adversely impacted by strikes, slowdowns and other labour relations matters. Many of our employees, including many of the labourers at our Italian plants, are unionized and covered by collective bargaining agreements. As a result, we are subject to the risk of strikes, work stoppages or slowdowns and other labour relations matters , particularly in our Italian plants. These collective bargaining agreements also limit the possibility to dynamically react to market conditions or competition without the agreement of Italian trade union representatives. During 2013, 2014 and 2015, we experienced strikes and slowdowns in connection with our Italian reorganization efforts, which resulted in lower productivity levels. Our operations may also be adversely impacted by future strikes or slowdowns, which we anticipate could occur in the future in connection with the announcement of layoffs and the subsequent termination of redundant employees. Any strikes, threats of strikes, slowdowns or other resistance in connection with our reorganization plan, the negotiation of new labour agreements or otherwise could adversely affect our business as well as impair our ability to implement further measures to reduce structural costs and improve production efficiencies. A lengthy strike that involves a significant portion of our manufacturing facilities could have an adverse effect on our financial condition, results of operations, and cash flows. We may not execute our Business Plan, successfully or in a timely manner, which could have a material adverse effect on our results of operations or on our ability to achieve the objectives set forth in our plans — On February 28, 2014, the Natuzzi board of directors approved the 2014-2016 Business Plan, which envisaged actions to boost sales and efficiency measures to save on COGS, in order to regain profitability for the Group. The 2017-2020 Business Plan, the guidelines of which were presented to the Board of Directors in February 2016, also incorporates successful execution of these actions. The profitability of our operations depends on the successful and timely execution of the Business Plan. The failure to successfully and timely execute these objectives could result in ongoing losses for the Group and a failure to reduce costs and improve sales as contemplated by the Business Plan. A failure to offer a wide range of products that appeal to consumers in the markets we target and at different price-points could result in a decrease in our future profitability — The Group’s sales depend on our ability to anticipate and reflect consumer tastes and trends in the products we sell in various markets around the world, as well as our ability to offer our products at various price points that reflect the spending levels of our target consumers. While we have broadened the offering of our products in terms of styles and price points over the past several years in order to attract a wider base of consumers, our results of operations are highly dependent on our continued ability to properly anticipate and predict these trends. The potential inability of the Group to anticipate consumer tastes and preferences in the various markets in which we operate, and to offer these products at prices that are competitive to consumers, may negatively affect the Group’s ability to generate future earnings. In addition, with the vast majority of our net sales deriving from the sale of leather-upholstered furniture. Consumers have the choice of purchasing upholstered furniture in a wide variety of styles and materials, and consumer preferences may change. There can be no assurance that the current market for leather-upholstered furniture will grow consistent with our projections under the Business Plan or that it will not decline. 7 Demand for furniture is cyclical and may fall in the future — Historically, the furniture industry has been cyclical, fluctuating with economic cycles, and sensitive to general economic conditions, housing starts, interest rate levels, credit availability and other factors that affect consumer spending habits. Due to the discretionary nature of most furniture purchases and the fact that they often represent a significant expenditure to the average consumer, such purchases may be deferred during times of economic uncertainty such as those being recently experienced in some of our markets, such as Europe, or the United States some years ago. In 2015, the Group derived 44,3% of its leather and fabric-upholstered furniture net sales from the EMEA region, 41,5% from the Americas (Brazil included), and 14,2% from the Asia-Pacific region. A failure to recover from the economic slowdown or renewed economic pressures in Europe may have a material adverse effect on the Group’s results of operations. The furniture market is highly competitive — The Group operates in a highly competitive industry that includes a large number of manufacturers. No single company has a dominant position in the industry. Competition is generally based on product quality, brand name recognition, price and service. The Group principally competes in the upholstered furniture sub-segment of the furniture market. In Europe, the upholstered furniture market is highly fragmented. In the United States, the upholstered furniture market includes a number of relatively large companies, some of which are larger and have greater financial resources than the Group. Some of the Group’s competitors offer extensively advertised, well-recognized branded products. Competition has increased significantly in recent years as foreign producers from countries with lower manufacturing costs have begun to play an important role in the upholstered furniture market. Such manufacturers are often able to offer their products at lower prices, which increases price competition in the industry. In particular, manufacturers in Asia and Eastern Europe have increased competition in the lower-priced segment of the market. As a result of the actions and strength of the Group’s competitors and the inherent fragmentation in some markets in which it competes, the Group is continually subject to the risk of losing market share, which may lower its sales and profits. Market competition may also force the Group to reduce prices and margins, thereby reducing its cash flows. The highly competitive nature of the industry means that we are constantly at risk of losing market share, which would likely result in a loss of future sales and earnings. In addition, due to high levels of competition, it may not be possible for us to raise the prices of our products in response to inflationary pressures or increasing costs, which could result in a decrease in our profit margins. Fluctuations in currency exchange rates have adversely affected and may adversely affect the Group’s results — The Group conducts a substantial part of its business outside of the Euro-zone. An increase in the value of the Euro relative to other currencies used in the countries in which the Group operates has in the past, and may in the future, reduce the relative value of the revenues from its operations in those countries, and therefore may adversely affect its operating results or financial position, which are reported in Euro. In addition to this risk, the Group is subject to currency exchange rate risk to the extent that its costs are denominated in currencies other than those in which it earns revenues. In 2015, a significant portion of the Group’s net sales about 69%, but approximately 55% of its costs , were denominated in currencies other than the Euro. The Group also holds a substantial portion of its cash and cash equivalents in currencies other than the Euro, including a large amount in RMB received as compensation for the relocation of its Chinese manufacturing plant in 2011. The Group is therefore exposed to the risk that fluctuations in currency exchange rates may adversely affect its results, as has been the case in recent years. For more information, see Item 11, “Quantitative and Qualitative Disclosures about Market Risk.” The Group faces risks associated with its international operations — The Group is exposed to risks that arise from its international operations, including changes in governmental regulations, tariffs or taxes and other trade barriers, price, wage and exchange controls, political, social, and economic instability in the countries where the Group operates, inflation and exchange rate and interest rate fluctuations. Any of these factors could have a material adverse effect on the Group’s results. The Group’s past results and operations have significantly benefited from government incentive programs, which may not be available in the future — Historically, the Group derived significant benefits from the Italian Government’s investment incentive programs for under-industrialized regions in Southern Italy, including tax benefits, subsidized loans and capital grants. See “Item 4. Information on the Company—Incentive Programs and Tax Benefits.” In recent years, the Italian Parliament replaced these incentive programs with an investment incentive program for all under-industrialized regions in Italy, which is currently being implemented by the Group through grants, research and development benefits. There are no indications at this time that the Italian Government will implement new initiatives to support companies located in under-industrialized regions in Italy. Therefore, there can be no assurance that the Group will continue to be eligible for such grants, benefits or tax credits for its current or future investments in Italy. 8 In recent years, the Group has opened manufacturing operations in China, Brazil and Romania and through 2011, was granted tax benefits and export incentives by the respective governmental authorities in those countries. There can be no assurance that the Group will benefit from such tax benefits or export incentives in connection with future investments. The price of the Group’s principal raw materials is difficult to predict. In 2015, approximately 92% of the Group’s revenues came from leather-upholstered furniture sales. The acquisition of cattle hides represents approximately 32% of total cost of goods sold. The dynamics of the raw hides market are dependent on the consumption of beef, the levels of worldwide slaughtering, worldwide weather conditions and the level of demand in a number of different sectors, including footwear, automotive, furniture and clothing. The Group is dependent on qualified personnel — The Group’s ability to maintain its competitive position will depend to some considerable degree upon the personal commitment of its founder, chairman and CEO, Mr. Pasquale Natuzzi, as well as on its ability to continue to attract and maintain highly qualified managerial, manufacturing and sales and marketing personnel. There can be no assurance that the loss of key personnel would not have a material adverse effect on the Group’s results of operations. Investors may face difficulties in protecting their rights as shareholders or holders of ADSs — The Company is incorporated under the laws of the Republic of Italy. As a result, the rights and obligations of its shareholders and certain rights and obligations of holders of its ADSs (as defined below) are governed by Italian law and the Company’s statuto (or by-laws). These rights and obligations are different from those that apply to U.S. corporations. Furthermore, under Italian law, holders of ADSs have no right to vote the shares underlying their ADSs; however, pursuant to the Deposit Agreement (as defined below), ADS holders do have the right to give instructions to The Bank of New York Mellon, the ADS depositary, as to how they wish such shares to be voted. For these reasons, the Company’s ADS holders may find it more difficult to protect their interests against actions of the Company’s management, board of directors or shareholders than they would if they were shareholders of a company incorporated in the United States. One shareholder has a controlling stake of the Company — Mr. Pasquale Natuzzi, who founded the Company and is currently Chief Executive Officer and Chairman of the board of directors, beneficially owns, as of April 27, 2016, 30,967,521 Ordinary Shares, representing 56.5% of the Ordinary Shares outstanding (61.6% of the Ordinary Shares outstanding if the Ordinary Shares owned by members of Mr. Natuzzi’s immediate family (the “Natuzzi Family”) are aggregated). As a result, Mr. Natuzzi has the ability to exert significant influence over our corporate affairs and to control the Company, including its management and the selection of its board of directors. Since December 16, 2003, Mr. Natuzzi has held his entire beneficial ownership of Natuzzi S.p.A. shares through INVEST 2003 S.r.l., an Italian holding company wholly-owned by Mr. Natuzzi and with its registered office located at Via Gobetti 8, Taranto, Italy. In addition, under the Deposit Agreement dated as of May 15, 1993, as amended and restated as of December 23, 1996 and as of December 31, 2001 (the “Deposit Agreement”), among the Company, The Bank of New York Mellon, as Depositary (the “Depositary”), and owners and beneficial owners of American Depositary Receipts (“ADRs”), the Natuzzi Family has a right of first refusal to purchase all the rights, warrants or other instruments which The Bank of New York Mellon, as Depositary under the Deposit Agreement, determines may not lawfully or feasibly be made available to owners of ADSs in connection with each rights offering, if any, made to holders of Ordinary Shares. Because a change of control of the Company would be difficult to achieve without the cooperation of Mr. Natuzzi and the Natuzzi Family, the holders of the Ordinary Shares and the ADSs may be less likely to receive a premium for their shares upon a change of control of the Company. Purchasers of our Ordinary Shares and ADSs may be exposed to increased transaction costs as a result of the Italian financial transaction tax or the proposed European financial transaction tax — On February 14, 2013, the European Commission adopted a proposal for a directive on the financial transaction tax (hereafter “EU FTT”) to be implemented under the enhanced cooperation procedure by eleven Member States initially (Austria, Belgium, Estonia, France, Germany, Greece, Italy, Portugal, Slovenia, Slovakia and Spain). Member States may join or leave the group of participating Member States at later stages. The proposal will be negotiated by Member States, and, subject to an agreement being reached by the participating Member States, a final directive will be enacted. The participating Member States will then implement the directive in local legislation. If the proposed directive is adopted and implemented in local legislation, investors in Ordinary Shares and ADSs may be exposed to increased transaction costs. Italy approved a financial transaction tax in 2012 (the “IFTT”), which, beginning March 1, 2013, applies with respect to trades entailing the transfer of (i) shares or equity-like financial instruments issued by companies resident in Italy, such as the Ordinary Shares; and (ii) securities representing the shares and financial instruments under (i) above (including depositary receipts such as the ADSs), regardless of the residence of the issuer. The IFTT may also apply to the transfer of Ordinary Shares and ADSs by a U.S. resident. The IFTT does not apply to companies having an average market capitalization lower than €500 million in the month 9 of November of the year preceding the year in which the trade takes place. In order to benefit from this exemption, companies whose securities are listed on a foreign regulated market, such as the Company, need to be included on a list published annually by the Italian Ministry of Economy and Finance. As of the date of this Annual Report, the Company is yet to be included on such a list. As a result of the IFTT, investors in the Ordinary Shares and ADSs may be exposed to increased transaction costs. See “Taxation—Other Italian Taxes—The Italian Financial Transaction Tax.” Our auditors, like other independent registered public accounting firms operating in Italy, are not currently permitted to be subject to inspection by the Public Company Accounting Oversight Board, and as such, investors may be deprived of the benefits of such inspection — U.S. law requires auditing firms that audit U.S. publicly traded companies or that otherwise are registered with the Public Company Accounting Oversight Board, or PCAOB, to undergo regular inspections by the PCAOB to assess its compliance with U.S. Securities and Exchange Commission (the “SEC”) rules and PCAOB professional standards. Because our auditors are a registered public accounting firm in Italy, a jurisdiction where the PCAOB is currently unable under Italian law to conduct inspections, our auditors, like other independent registered public accounting firms in Italy, are currently not inspected by the PCAOB. Inspections of audit firms that the PCAOB has conducted where allowed have identified deficiencies in those firms’ audit procedures and quality control procedures, which may be addressed as part of the inspection process to improve future audit quality. The lack of PCAOB inspections in Italy prevents the PCAOB from regularly evaluating our auditor’s audits and quality control procedures. As a result, the inability of the PCAOB to conduct inspections of auditors in Italy may deprive investors of the benefits of PCAOB inspections. ITEM 4. INFORMATION ON THE COMPANY Introduction Founded in 1959 by Pasquale Natuzzi, Natuzzi S.p.A. designs, manufactures and sells a broad collection of couches, armchairs, home furniture and home accessories. The Group is one of the world’s leading companies in the furniture industry and, according to IPSOS (one of the leading market research companies worldwide), the Natuzzi brand was ranked as the best-known global brand within the furniture category. Natuzzi began operations in Italy in 1959. The Company first targeted the U.S. market in 1983 and subsequently began entering other European markets. More recently, Natuzzi started to focus its attention on Brazil, Russia, India and China and other developing markets. Today the distribution network covers approximately 100 countries on five continents. The company has established a new brand strategy for the Group: one brand “Natuzzi” with two product lines — Natuzzi Italia and Natuzzi Editions, to serve a wider range of consumers, but always leveraging on the Natuzzi brand name. For a detailed description of the brand and its target markets, please see “Strategy—The Brand Portfolio Strategy” and “Products” below. The Group also offers unbranded products (Softaly) within a dedicated business unit to meet the specific needs of key accounts. As of March 31, 2016 the Group distributed its products as follows: • • • Natuzzi Italia: 182 Natuzzi Italia stores, 80 Divani & Divani by Natuzzi stores (located solely in Italy and Portugal), 9 Natuzzi Italia concessions (store-in-store points of sale, directly managed by the UK subsidiary of the Group), and 314 Natuzzi Italia galleries (store-in-store points of sales managed by independent partners). 34 of these points of sales (of which 22 are Natuzzi Italia stores and 12 are Divani & Divani by Natuzzi stores) are directly managed by the Group. The Natuzzi Re-vive is an iconic product of Natuzzi Italia that is sold and distributed in over 80 different markets. “Natuzzi Editions”: 100 stores. 14 of these stores, all of which are located in China, are directly managed by the Group and 450 galleries Private label: Includes our unbranded and Softaly products and is currently marketed in North America, Europe, Brazil and Asia-Pacific principally through a selected number of customers The Natuzzi Group presents its products at the world’s leading furniture fairs: Il Salone del Mobile in Milan, Italy, IMM in Cologne, Germany, Furniture Market in High Point, USA, 100% Design in London, United Kingdom, among others. 10 On June 7, 2002, the Company changed its name from Industrie Natuzzi S.p.A. to Natuzzi S.p.A. The statuto, or by-laws, of the Company provide that the duration of the Company is until December 31, 2050. The Company, which operates under the trademark “Natuzzi,” is a società per azioni (joint stock company) organized under the laws of the Republic of Italy and was incorporated in 1959 by Mr. Pasquale Natuzzi, who is currently the Chairman of the Board of Directors, Chief Executive Officer, and controlling shareholder of the Company. Most of the Company’s operations are carried out through various subsidiaries that individually conduct a specialized activity, such as leather processing, foam production and shaping, furniture manufacturing, marketing or administration. The Company’s principal executive offices are located at Via Iazzitiello 47, 70029 Santeramo in Colle, Italy, which is approximately 25 miles from Bari, in southern Italy. The Company’s telephone number is: +39 080 882-0111. The Company’s general sales agent subsidiary in the United States is Natuzzi Americas, Inc. (“Natuzzi Americas”), located at 130 West Commerce Avenue, High Point, North Carolina 27260. Natuzzi Americas telephone number is: +1 336 887-8300. Organizational Structure Natuzzi S.p.A. is the parent company of the Natuzzi Group. As of March 31, 2016, the Company’s principal operating subsidiaries were: Percentage of ownership Name Activity Registered office Italsofa Nordeste LTDA ............................................................................................................................................................................................. 100.00 Salvador de Bahia, Brazil Italsofa Shanghai Ltd .................................................................................................................................................................................................. 96.50 Shanghai, China Natuzzi China (Shanghai) Ltd .................................................................................................................................................................................... 100.00 Shanghai, China Italsofa Romania SRL ................................................................................................................................................................................................. 100.00 Baia Mare, Romania Natco S.p.A. ................................................................................................................................................................................................................ 99.99 Santeramo in Colle, Italy I.M.P.E. S.p.A. ............................................................................................................................................................................................................ 100.00 Bari, Italy Nacon S.p.A. ............................................................................................................................................................................................................... 100.00 Santeramo in Colle, Italy Lagene S.r.l. ................................................................................................................................................................................................................ 100.00 Santeramo in Colle, Italy Natuzzi Americas Inc.................................................................................................................................................................................................. 100.00 High Point, NC, USA Natuzzi Iberica S.A. .................................................................................................................................................................................................... 100.00 Madrid, Spain Natuzzi Switzerland AG ............................................................................................................................................................................................. 100.00 Dietikon, Switzerland Natuzzi Benelux S.A. ................................................................................................................................................................................................. 100.00 Hereentals, Belgium Natuzzi Germany Gmbh ............................................................................................................................................................................................. 100.00 Köln, Germany Natuzzi Japan KK ....................................................................................................................................................................................................... 100.00 Tokyo, Japan Natuzzi Service Limited ............................................................................................................................................................................................. 100.00 London, UK Natuzzi Trading Shanghai Ltd .................................................................................................................................................................................... 100.00 Shanghai, China Natuzzi Oceania PTI Ltd ............................................................................................................................................................................................ 100.00 Sydney, Australia Natuzzi Russia OOO ................................................................................................................................................................................................... 100.00 Moscow, Russia Natuzzi India Furniture PVT Ltd ................................................................................................................................................................................ 100.00 New Delhi, India Italholding S.r.l. liquidating ........................................................................................................................................................................................ 100.00 Bari, Italy Natuzzi Netherlands Holding BV ............................................................................................................................................................................... 100.00 Amsterdam, Holland Natuzzi Trade Service S.r.l. ........................................................................................................................................................................................ 100.00 Santeramo in Colle, Italy Softaly (Shanghai) Furniture Co., Ltd. ....................................................................................................................................................................... 96.50 Shanghai, China (1) (1) (1) (1) (2) (3) (4) (4) (4) (4) (4) (4) (4) (4) (4) (4) (6) (4) (4) (6) (5) (6) (1) Intragroup leather dyeing and finishing (1) Manufacture and distribution (2) (3) Production and distribution of polyurethane foam (4) Services and distribution Investment holding (5) (6) Dormant See Note 1 to the Consolidated Financial Statements included in Item 18 of this Annual Report for further information on the Company’s subsidiaries. 11 Strategy The Company’s results for the year 2015 should be viewed in light of worldwide economic conditions, which are not in the Company’s control, such as the weakness of the Euro and the reduction in the price of certain raw materials, in particular leather. These external factors may not re-occur in 2016. Although the economy is gradually recovering in some regions, the general worldwide economic environment has not recovered enough to, on its own, lead to an increase in the Company’s sales volumes. Therefore, the Company intends to target geographic regions with high growth potential, such as North America and China, through major commercial drives to gain market share from competitors, leveraging on marketing and products. For example, Italy,– where the Company has its headquarters and where there is well-established distribution through the Divani & Divani chain, presents small signs of recovery. In addition, home and furniture purchase tax benefits have been extended by the 2016 Government budget called “stability law” (legge di stabilità). Therefore, the major focus in recent years has been on further developing the Company’s products, increasing the product and price range in an effort to sustain the recovery in sales. The 2015 budget envisaged the following activities, which were not totally fulfilled and, therefore, continue to be top priorities for the Company: i. ii. iii. iv. v. Increase sales volumes, in particular on Natuzzi brand sales, but also on the so-called “key account” channel, typically private labels featuring large volumes at slightly lower margins; Strengthen organization on the markets to support sales; Improve the “retail business model”; Implement the communication strategy; Improve product quality and customer care. In addition, in 2016, the Company will seek to increase sales volume and margins through: a number of initiatives that have been put in place, including by: i. ii. iii. focusing on regions with the highest potential for growth (mainly North America and China); reinforcing the Retail division to facilitate specialization and promote the opening of new Natuzzi brand sales points where necessary or useful; implementing a test phase, which has already been rolled out in the United Kingdom, on a new retail model based on Natuzzi brand stores with wider product mix and price range, located in areas with high commercial traffic, such as retail parks, and supported by “in store” communication centered on “Made in Italy and Puglia” values; iv. the conception and launch of a “total quality” project, beginning with product design, right through to delivery to the customer’s home (“white glove service”). The implementation of these retail division initiatives is a gradual process; therefore, immediate results are not expected. However, sales growth to major distribution chains in Europe is expected to continue. Greater attention to the Softaly division is aimed at improving results in North America, which has traditionally been the most important market for the Company. Although, increased sales volumes and margins are fundamental for any enterprise, this is even more true for the Natuzzi Group as it seeks to continue to deliver upon the central mission that its founder has for Puglia – maintaining employment levels, industrial “know how” and a business culture in the region. The Brand Portfolio Strategy — The Natuzzi Group, through its different product lines, competes in all price segments of the upholstered furniture market with a complementary offer of furnishings and accessories. This differentiated offering is designed to address all market segments and is aimed at increasing sales and profitability. Precise market segmentation, clear brand positioning and clearly defined customer and consumer targets are intended to enhance the Group’s competitive strengths in all market segments to gain market share through its different product lines: a) Natuzzi Italia is sold mainly through the retail channel in mono-brand stores, concessions and galleries in multi-brand specialized stores and high-end department stores. The offer includes sofas designed and manufactured in Italy at the Company’s factories, positioned in the high end of the market, with unique and customized materials, workmanship and finishes thanks to the Natuzzi heritage of fine craftsmanship in the leather sofas segment. The Natuzzi Italia product line includes complementary furnishings and accessories for the living room and, starting from 2014, also beds, bed linens and bedroom furnishings to further 12 expand its product offerings. We believe that the Natuzzi Italia benefit consists in helping consumers make their home a harmonious, beautiful environment. Through the style and quality of its products and the merchandising in its stores, the Group aims to position this product line in the premium segment of the market. From the identification of market trends to the delivery to the consumer’s home, Natuzzi directly controls the upholstered production and distribution value chain with the aim of ensuring ultimate quality at competitive prices. Within the Natuzzi Italia product offering there is also Natuzzi Re-vive, the Group’s first performance recliner which represents the iconic product of Natuzzi Italia. In this product line, innovative technology meets Natuzzi high craftsmanship to offer complete support as well as intuitively respond to movement. Natuzzi Re-vive is positioned in the high-end segment of the market targeting a wide range of consumers who we see as culturally open to innovation, sensitive to their well-being and willing to rediscover the human-dimension of their lives. b) Natuzzi Editions product line dates back to 2005 and, in the beginning, it was specifically designed for the U.S. market. The collection includes a wide range of leather upholstery products targeting the medium/medium-high segment of the market and leveraging the know-how and the high credibility of Natuzzi brand in the leather upholstery industry. Natuzzi Editions products are manufactured at the Group’s overseas plants (Romania, China and Brazil) and sold worldwide. c) Private label (Softaly) is a key-account program to compete in low-end segments of the market. The objective is to recover business with large distributors. The Group aims offers to replicate the best practices applied in connection with the most demanding customers in terms of quality, service and price. Each account (the so-called Golden Partner) is managed by dedicated key- account teams under the following guidelines: • accurate forecasting; • product offerings to create production efficiency through synergies on raw materials, components and coverings, resulting in a focused collection with few models, versions and coverings; • dedicated manufacturing plants: China for Asia-Pacific and American accounts (other than those located in Brazil), Romania for European accounts and Brazil for South American accounts; • dedicated supply chain and transportation service. Improvement of the Group’s Retail Program and Brand Development — The Group has made significant investments to improve its existing distribution network and strengthen its Natuzzi brand. The high level of recognition of the Natuzzi brand among luxury consumers is the result of investments the Company has made over the past decade in its products, communication, in-store experience and customer service, thus securing a premium inherent in the brand itself. This consumer brand awareness encourages the Company to carry on its brand development, through the rationalization of the Group’s brand portfolio and enhancement of the Group’s distribution network, in order to further increase consumers’ familiarity with the Natuzzi brand, and their association of it as a premium brand. During 2015, the Group opened 28 Natuzzi Italia stores, 8 of which are located in China, as well as 18 Natuzzi Italia galleries. As of March 31, 2016 there were 182 Natuzzi Italia stores, of which 23 were directly owned by the Group, and 9 were concessions in the United Kingdom. As of March 31, 2016, there were 323 Natuzzi Italia galleries worldwide (store-in-store concepts managed by independent partners). Natuzzi Editions as well as the Divani&Divani by Natuzzi retail chain are characterized by a medium positioning in the upholstery business. As of March 31, 2016, there were 450 Natuzzi Editions galleries, 84 Natuzzi Editions stores in China (of which 15 stores were directly operated by the Group), 11 Natuzzi Editions stores in Brazil, 2 Natuzzi Editions store in Israel, as well as 80 Divani&Divani by Natuzzi stores (of which 75 were in Italy and 5 in Portugal). Product Diversification and Innovation — The Group believes that it is crucial to display a coordinated product mix through its “Harmony maker” offering. The “Harmony maker” offer is conceived in accordance with the latest trends in design, materials and colours, and includes high quality sofas, furnishings (including wall units, dining tables and chairs) and accessories, all of which are developed mainly in-house and presented in harmonious and personalized solutions. The Group has taken a number of steps to broaden its product lines, including the development of new models, such as modular and motion frames, and the introduction of new materials and colours, including exclusive fabrics and microfibers. The Group believes that expanding its “Harmony Maker” offer will strengthen its relationships with the world’s leading distribution chains, which are interested in offering branded packages. The Group has also invested in the Natuzzi Style Center in Santeramo in Colle, Italy, to serve as a creative hub for the Group’s design activities. In recent years Natuzzi developed important partnerships with internationally renowned designers, such as Claudio Bellini, Studio Memo and Paola Navone, who are able to capture the brand’s spirit in their designs. 13 Beginning in 2014, The Group also began distributing beds, bed linens and bedroom furnishings to further expand its product offerings. Manufacturing Our manufacturing facilities are located China, Romania, Brazil and Italy. Our Chinese plant is located in Shanghai, extending over 88,000 square meters, and has been in operation since 2011. As of December 31, 2015, our Chinese plant employed 1,410 people, of whom 1,322 were laborers. It manufactures Natuzzi Editions and private label products for the Americas (apart from Brazil) and for the Asia-Pacific market. In 2015, the Chinese plant produced about 44% of the Group’s total consolidated upholstery revenue. Our Romanian plant is located in Baia Mare, extending over 75,600 square meters, and has been in operation since 2003. As of December 31, 2015, our Romanian plant employed 1,192 people, of whom 1,131 were laborers. It produces Natuzzi Editions and private label products for the EMEA region. In 2015 the plant generated about 20% of the Group’s total consolidated upholstery revenue. Our Brazilian plant is located in Salvador De Bahia, extending over 28,700 square meters, and has been in operation since 2000. As of December 31, 2015, our Brazilian plant employed 180 people, of whom 129 were laborers. It produces Natuzzi Editions and private label products exclusively for the local market. In March 2015 the Group set up a new moving line dedicated to the Re- vive production to be sold exclusively for the Brazilian market. In 2015 the plant generated almost 2% of the Group’s total consolidated upholstery revenue. In 2015 the Group sold its owned dormant plant in Brazil. The collection of the sale price, for a total consideration of approximately €4.0 million, was completed in January 2016. Our three Italian plants dedicated to the production of upholstered products and two warehouses are located in Santeramo Jesce, Matera Jesce and Laterza, all of which are located either in or within a 25 kilometer radius of Santeramo in Colle, where the Group’s headquarters are located. Collectively these sites extend over 120,000 square meters. As of December 31, 2015, these sites (together with the Group’s headquarters) employed 1,915 workers, the majority of whom were subject to the layoff program. See “Item 6. Directors, Senior Managers and Employees—Employees.” The Italian plants are the exclusive producers of Natuzzi Italia products for the world market and, beginning in the first quarter of 2014, these plants also began producing the Re-vive performance recliner. In 2015 these plants generated about 34% of the Group’s total consolidated upholstery revenue. As a result of the Solidarity Contract (“contratto di solidarietà”,) a significant portion of the Natuzzi Editions production was transferred from Romania to Italy in order to more evenly distribute production based on the Group’s human resources needs. In addition to these three Italian plants, we have two plants elsewhere in Italy: one dedicated to the production of leather and another dedicated to the production of flexible polyurethane foam, as further described below. These operations retain many characteristics of hand-crafted production coordinated through a management information system that identifies by number (by means of a bar-code system) each component of every piece of furniture and facilitates its automatic transit and traceability through the different production phases up to the warehouse. In recent years, the Group has been investing in the reorganization of its production processes, following the “Lean Production” approach. We believe that ongoing implementation of these more efficient production processes will allow us to regain competitiveness by reducing costs (both in terms of labor and consumption of materials) and improving the quality of our services (by reducing defects and lead time for production). The industrialization of the prototyped product lines was further defined in May 2011, and in December 2011, three new production lines were completed in a new dedicated plant in Matera Jesce. We also moved the manufacturing of wooden frames that was originally carried out in the production site located in Santeramo in Colle, Italy, to the Matera Jesce plant, thus further optimizing both productivity and logistics costs through a direct, in-loco integration of sofa assembly. During 2012, these new moving lines were gradually introduced in all of the Group’s production facilities. In 2013, the Group integrated the following production phases in the moving-line production process within our plants: • direct integration with wood and foam suppliers to serve each plant according to daily needs (“just in time” supplying) with the advantage of reducing the stock level for semi-finished goods; and • leather cutting and sewing. 14 This upgrade in the industrial process allows us to better control every stage in the moving-line sequence in terms of quality, since every worker at every stage supervises the quality of the piece he receives from the immediately previous stage as well as the piece he passes forward; should a quality issue arise, it must be resolved immediately before getting re-introduced into the production chain. This on-the-spot product quality monitoring should significantly reduce our defect claims rate. Testing of limited model samples produced with the moving-line process demonstrated a nearly 7% decline in cost of goods sold for certain Natuzzi Editions and private label products and a decline in cost of goods sold of nearly 12% for certain Natuzzi Italia products. Following these tests, management confirmed its decision to transform all the Group’s plants, substituting the old “Isle Production” models, with a roll out of moving-line production processes to all plants. As of December 31, 2015 the following number of moving lines were implemented and completed: 24 moving lines in China; 12 moving lines in Romania; 4 moving lines in Italy; 4 moving lines in Brazil. Each moving line has an estimated production capacity of up to 130 seats per day when utilized for two eight- hour shifts per day. Beginning in 2014, we have also been designing a software program in cooperation with the University of Lecce that assists in assigning models to the moving line to which they are best-suited and where production would be most efficient. In 2015, we implemented the software in the Romanian plant. A final release was subsequently performed in Matera Jesce and we are currently running different releases (until April 2016) in China and Brazil. Consistent with its commitments under the Italian Reorganization Agreements, the Company has reorganized its Italian operations by closing its plant located in Ginosa, effective January 2014. This closure has allowed us to concentrate all upholstered furniture production activities within just three facilities with the aim of reducing logistics costs and industrial costs. The Company initially also planned to close its warehouse in Matera-La Martella, but, following the decision to execute the covering-cutting phase within all of the Italian plants, thus reducing space available for products assembled, it decided not to close it and continue utilizing the Matera-La Martella plant as a general warehouse of sofas and accessory furnishings. Furthermore, the Group also utilizes two facilities for the processing of leather (NATCO, located in Udine), and for the production of polyurethane foam (IMPE, located near Naples). The Group processes leather hides to be used as upholstery in its Udine plant whose main activities are leather dyeing and finishing. The Udine facility, which had 157 employees as of December 31, 2015, of whom 132 were labourers, receives both raw and tanned cattle hides, sends raw cattle hides to subcontractors for tanning, and then dyes and finishes the hides. Hides are tanned, dyed and finished on the basis of orders given by the Group’s central office in accordance with the Group’s “on demand” planning system, as well as on the basis of estimates of future requirements. The movement of hides through the various stages of processing is monitored through our management information system. See “Item 4. Information on the Company—Manufacturing—Supply-Chain Management.” The Group produces, directly and by subcontracting, ten grades of leather in approximately 40 finishes and 280 colors. The hides, after being tanned, are split and shaved to obtain uniform thickness and separated into “top grain” and “split.” Top grain leather is primarily used in the manufacture of most Natuzzi Italia leather products, while split leather is used, in addition to top grain leather, in the manufacture of some Natuzzi Italia products and most Natuzzi Editions products. The hides are then colored with dyes and treated with fat liquors and resins to soften and smooth the leather, after which they are dried. Finally, the semi-processed hides are treated to improve the appearance and strength of the leather and to provide the desired finish. The Group also purchases finished hides from third parties. The Group’s facility for the production of polyurethane foam, IMPE S.p.A. (“IMPE”), employed 33 workers as of December 31, 2015, of whom 19 were labourers, and is engaged in the production of flexible polyurethane foam, and also sells foam to third parties because the facility’s production capacity is in excess of the Group’s needs. In 2012, IMPE obtained ISO 14001 certification in accordance with the environmental policy of the Natuzzi Group and also improved safety conditions at the plant. As part of the Group’s efforts to improve its production process, we have substituted some chemical compounds with more ecologically- friendly materials. As a result of intensive research and development activity, the Company has developed a new family of highly resilient materials. The new polymer matrix is safer than others available in the market because of its improved flame resistance, and it is more environmentally-friendly because it can be disposed of without releasing harmful by-products and because the raw materials used to make it cause a less harmful environmental impact during handling and storage. Chinese Production: The original Chinese plant owned by the Group was subject to an expropriation process by local Chinese authorities, since the plant was located on land that was intended for public utilities. Negotiations involving the expropriation process began in 2009 and were concluded in 2011. The agreement setting for the payment of compensation for the expropriated plant 15 was signed with Chinese authorities on January 26, 2011. As compensation for this expropriation, the parties agreed upon a total indemnity of Chinese Yuan (CNY or RMB, hereafter) 420 million, which was equivalent to approximately €46.7 million based on the Yuan-Euro exchange rate as of December 31, 2011. The Company collected the full amount of the indemnity payment from the local Chinese authorities in 2011. During 2013, a second supplementary agreement was signed between the Company and the Shanghai Municipality, by which the Company obtained the reimbursement (€8.7 million) of taxes due and paid on the 2011 relocation compensation. The Group’s current production plant in Shanghai was made available in January 2011 to compensate for the reduction in production capacity caused by the expropriation. The relocation process began in February 2011 and was completed, as planned, by the end of May 2011, after equipment and machinery were moved to the new plant. The relocation resulted in worker turnover of approximately 20% because of the distance of the new plant to the old one (approximately 35 kilometers). In response, management hired new personnel, fully eliminating the turn-over effect by the end of April 2011. Brazilian Production: The Group owned two plants in Brazil that, in the past, have been used for the production of upholstery for the Americas region. Due to the overall appreciation of the Brazilian Real against the U.S. dollar since these plants were opened and a consequent decline in competitiveness, the Group decided to temporarily close the Pojuca plant (putting it up for sale in 2010) and reduced the production capacity of the Salvador de Bahia plant to a level that is sufficient to serve only the Brazilian market. In February 2015 the Group entered into a sale purchase agreement to sell the Pojuca plant to a Brazilian company. By the end of 2015, the buyer paid the majority of the agreed sale price. The buyer completed the payment of the remainder of the agreed sale price in January 2016. In March 2015 the Group set up a new moving line dedicated to production of Re-vive, to be sold exclusively for the Brazilian market. In order to minimize the potential future effects of currency fluctuations, our Brazilian subsidiary began to increase its local sourcing in 2014. After frequent interactions between the Group and top local retailers in the past few years, as well as in light of the high level of fragmentation of the Brazilian market, which consists primarily of small producers with low levels of know-how, the Group believes that the Latin American region currently represents a very good opportunity for the development of additional business. Therefore, the Group intends to continue investing in the Latin American market, with a particular focus on Brazil, by better organizing operating, sales and marketing activities, by developing the current distribution channel of Natuzzi Editions points- of-sale and by improving relations with the most important local key accounts through a dedicated private label production. In 2016, the Brazilian plant is expected to once again produce furnishings for customers in the Americas in order increase productivity performances. Raw Materials — The principal raw materials used in the manufacture of the Group’s products are cattle hides, polyurethane foam, polyester fiber and wood. The Group purchases hides from slaughterhouses and tanneries located mainly in Italy, Brazil, Germany, Paraguay, other countries in South America and Europe. The hides purchased by the Group are divided into several categories, with hides in the lowest categories being purchased mainly in South America. The hides in the middle categories are purchased in Europe or South America and hides in the highest-quality categories are purchased in Germany and the United Kingdom. A significant number of hides in the lowest categories are purchased at the “wet blue” stage — i.e., after tanning — while some hides purchased in the middle and highest categories are unprocessed. The Group has implemented a leather purchasing policy according to which a percentage of leather is purchased at a finished or semi-finished stage. Therefore, the Group has had a smaller inventory of “split leather” to sell to third parties. Approximately 80% of the Group’s hides are purchased from 10 suppliers, with whom the Group enjoys long-term and stable relationships. Hides are generally purchased from the suppliers pursuant to orders given every one to two months specifying the number of hides, the purchase price and the delivery date. Hides purchased from Europe are delivered directly by the suppliers to the Group’s leather facilities near Udine, while those purchased outside of Italy are delivered to an Italian port and then sent to Udine and inspected by technicians of the Group. Management believes that the Group is able to purchase leather hides from its suppliers at reasonable prices as a result of the volume of its orders, and that alternative sources of supply of hides in any category could be found quickly at an acceptable cost if the supply of hides in such category from one or several of the Group’s current suppliers ceased to be available or was no longer available on acceptable terms. The supply of raw cattle hides is principally dependent upon the consumption of beef, rather than on the demand for leather. 16 During 2015, the prices for hides decreased by about 12% compared to 2014. Due to the volatile nature of the hides market, there can be no assurance that current prices will remain stable or that price trends will not rise in the future. See “Item 3. Key Information—Risk Factors—The price of the Group’s principal raw materials is difficult to predict.” The Group also purchases fabrics and microfibers for use in coverings. Both kinds of coverings are divided into several price categories. Most fabrics are purchased in Italy from about a dozen suppliers which provide the product at the finished stage. Microfibers are purchased in Italy, South Korea and China through suppliers who provide them at the finished stage. Fabrics and microfibers are generally purchased from suppliers pursuant to orders given every week specifying the quantity (in linear meters) and the delivery date. Fabrics and microfibers for the Natuzzi Italia products that are purchased from Italian suppliers are delivered directly by the suppliers to the Group’s facility in Laterza, while those that are purchased outside of Italy are delivered to an Italian port and then sent to the Laterza facility. Fabrics and microfibers for the Natuzzi Editions/Leather Editions and private label products are delivered directly by the suppliers to Chinese, Romanian and Brazilian ports and then sent to the Group’s Shanghai, Bahia Mare and Salvador de Bahia facilities. The Group continuously searches for alternative supply sources in order to obtain the best product at the best price. Price performance of fabrics is quite different from that of microfibers, depending on the different range of the products’ quality. Because fabrics are purchased predominantly in Italy and are composed of natural fibers, their prices are influenced by the cost of labor and the quality of the product. The price of microfibers, in contrast, is mainly influenced by the international availability of high-quality products and raw materials at low costs, especially from Asian markets. The Group obtains the chemicals required for the production of polyurethane foam from major chemical companies located in Europe (including Germany, Italy and the United Kingdom) and the polyester fiber filling for its polyester fiber-filled cushions from several suppliers located mainly in Indonesia, China, Taiwan and India. The chemical components of polyurethane foam are petroleum-based commodities, and the prices for such components are therefore subject to, among other things, fluctuations in the price of crude oil, which remained high through the middle of 2014, after which it declined sharply. Within our Romanian industrial plant, we have a woodworking facility that provides wooden frames. The Group also offers a collection of home furnishing accessories (tables, lamps, rugs, home accessories and wall units in different materials). Most of the suppliers are located in Italy and other European countries, while some hand-made products (such as rugs) are made in India and China. On April 9, 2014, the Company officially presented its new collections of beds, bedroom furniture and bed linens in Milan. They will be produced by Italian companies that are external to the Group. Before any items are introduced into our collection, they are tested in accordance with European and world safety standards. In the design phase particular attention is paid to the choice of innovative technological solutions that add value to the product and ensure long lasting quality. We believe that the Group’s product packaging adheres to a higher standard than the average product packaging marketed by its competitors; we prioritize our high standard of packaging in an effort to ensure better customer service. Supply-Chain Management Procurement Policies and Operations Integration — In order to improve customer service and reduce industrial costs, the Group in 2009 established a policy for handling suppliers and supply logistics. All of the sub-departments working in the Logistics Department were reorganized to maximize efficiency throughout the supply-chain. The Logistics Department coordinates periodic meetings among all of its working groups in order to identify areas of concern that arise in the supply-chain, and to identify solutions that will be acceptable to all groups. The Logistics Department is responsible for monitoring the proposed solutions in order to ensure their effectiveness. Additionally, in order to improve access to supply-chain information throughout the Group, the Logistics Department utilizes a portal that allows it and other departments (such as Customer Service and Sales) to monitor the movement of goods through the supply-chain. The Company continues to invest in this area so as to continuously improve supply-chain tools and processes. 17 Production Planning (Order Management, Warehouse Management, Production, Procurement) — The Group’s commitment to reorganizing procurement logistics has led to: 1) the development of a logistics-production model to customize the level of service to customers; 2) a stable level of the size of the Group’s inventory of raw materials and/or components, particularly those pertaining to coverings. This positive impact was made possible by both the development of software that allows more detailed production programming and broader access by suppliers themselves, and a more general reorganization of supplier relationships. Suppliers are now able to provide assembly lines at Italian plants with requested components within four hours. At the same time, a procedure was implemented for the continuous monitoring of global finished products inventories in order to determine which in-stock goods are currently not being sold as part of our existing collections (as a result of being phased-out) and enable the different commercial branches to promote specific sales campaigns of these goods; 3) the planning and partial completion of the industrial reorganization of the local production center; and 4) the implementation of the SAP system since January 2009, throughout the organization. The Group also plans procurements of raw materials and components: i) “On demand” for those materials and components (which the Group identifies by code numbers) that require a shorter lead time for order completion than the standard production planning cycle for customers’ orders. This system allows the Group to handle a higher number of product combinations (in terms of models, versions and coverings) for customers all over the world, while maintaining a high level of service and minimizing inventory size. Procuring raw materials and components “on demand” eliminates the risk that these materials and components would become obsolete during the production process; and ii) “Upon forecast” for those materials and components requiring a long lead time for order completion. The Group utilizes a forecast methodology that balances the Group’s desire to maintain low inventory levels against the Sales Department’s needs for flexibility in filling orders, all the while maintaining high customer satisfaction levels. This methodology was developed together with the Group’s Information Systems Department, in order to create an intranet portal, called Advanced Planning and Optimization (“APO”). APO was launched in March 2011 for sales coming from the North American and Asia Pacific markets, under the supervision of a forecast manager and, beginning in June 2011, was implemented worldwide. This tool currently supports corporate logistics, operations managers and sales managers in our efforts to better forecast the future demand for the Group’s products and to improve communication between the Sales Department and the Logistics Department, therefore reducing inventory levels and improving the availability of raw materials. Since 2012, a new methodology concerning furnishing management has been introduced. A more efficient cooperation with suppliers enabled the Group to handle furnishings components without storing them in our warehouses, resulting in improved service and reducing inventory levels. Lead times can be longer than those mentioned above when a high number of unexpected orders are received. Delivery times vary depending on the place of discharge (transport lead times vary widely depending on the distance between the final destination and the production plant). All planning activities (finished goods load optimization, customer order acknowledgement, production and suppliers’ planning) are synchronized in order to guarantee that during the production process, the correct materials are located in the right place at the right time, thereby achieving a maximum level of service while minimizing handling and transportation costs. Load Optimization and Transportation — The Group delivers goods to customers by common carriers. Those goods destined for the Americas and other markets outside Europe are transported by sea in 40-foot high cube containers, while those produced for the European market are generally delivered by truck and, in some cases, by railway. In 2015, the Group shipped 8,760 containers overseas and approximately 4,709 full load mega-trailer trucks to European destinations, serving more than 9,900 different delivery points. With the aim of decreasing costs and safeguarding product quality, the Group uses software developed through a research partnership with the University of Bari and the University of Copenhagen that permits us to manage load optimization. As far as the load composition by truck is concerned, the Group uses software designed to minimize total transport costs by taking into account volume, route and optimization of carriers for customer orders in defined areas. To maintain service levels, we use a supplier vendor rating that measures the performance of carriers and distributors providing direct service over land. 18 The Group relies principally on several shipping and trucking companies operating under “time-volume” service contracts to deliver its products to customers and to transport raw materials to the Group’s plants and processed materials from one plant to another. In general, the Group prices its products to cover its door-to-door shipping costs, including all customs duties and insurance premiums. Some of the Group’s overseas suppliers are responsible for delivering raw materials to the port of departure; therefore transportation costs for these materials are generally under the Group’s control Products Products are mainly designed in the Company’s Style Center, but the Group also collaborates with acclaimed international designers for the conception and prototyping of certain products in order to enhance brand visibility, especially with respect to the Natuzzi Italia product line. New models are the result of a constant information flow from the market, in which preferences are analyzed, interpreted and turned into a brief for designers in terms of style, function and price point. Designers draw the sketches of new products in accordance with the guidelines they are provided and, through collaboration with the prototype department, approximately 70 new sofa models are generally introduced each year. The diversity of customer tastes and preferences as well as the Group’s inclination to offer new solutions results in the development of products that are increasingly personalized. More than 100 highly-qualified employees conduct the Group’s research and development efforts from its headquarters in Santeramo in Colle, Italy. The Group’s wide range of products includes a comprehensive collection of sofas and armchairs with particular styles, coverings and functions, with more than two million combinations. • • The Natuzzi Italia collection stands out for high quality in the choice of materials and finishes, as well as for the creativity and details of its design. As of December 31, 2015, this line of products offered around 100 models of sofas and six models of beds. With respect to coverings, the Natuzzi Italia collection has 15 leather articles in 76 colors and 19 softcover articles in 108 colors. The collection also includes a selection of additional furniture (wall units, coffee tables, tables, chairs, lamps and carpets) and accessories (vases, mirrors, magazines racks, trays and decorative objects) to offer complete furnishings with the aim of enabling the Group to become a “lifestyle company.” The Natuzzi Re-vive, the iconic product of Natuzzi Italia collection, was designed by Formway Design Studio of New Zealand and is the subject of two patents, one covering the design and one covering the unique mechanism made of 120 different parts. Natuzzi Re-vive armchairs are available in seven styles (Quilted, Linear, Tailored, Casual, Club, Lounge, Suit), two sizes (King and Queen), four configurations (with/without headrest – basic chair/complete with ottoman), seven leather articles in 42 colors, and four softcover articles in 23 colors, four basic spine/base finishing and two special spine/base finishing. The finished product and each of its components are subject to rigorous quality controls. • The Natuzzi Editions collection, as of December 31, 2015, consisted of 153 models. The vast range of models cover all styles from casual/contemporary to more traditional, suitable for all markets from Europe to Americas to Asia. Natuzzi Editions focus is leather, offering a wide range of 10 leather types available in 71 colors; nevertheless a broad collection of three new fabric articles were added to the line and have received positive feedback from the market. • The private label collection, as of December 31, 2015 was composed of about 70 models, including exclusive models for key accounts. The products are mainly leather (or leather matched with Next Leather®, a bonded leather that contains a minimum of 17 per cent of leather). During 2013 all the products already in the collection were re-engineered in order to meet the requirements of the moving-line manufacturing process and all the new products have been designed according to this production system. This investment has improved quality, while reducing industrial costs. The Group operates in accordance with strict quality standards and has earned the ISO 9001 certification for quality and the ISO 14001 certification for its low environmental impact. The ISO 14001 certification also applies to the Company’s tannery subsidiary, Natco S.p.A., located near Udine, Italy. The Group’s plants in Laterza and the Santeramo in Colle headquarters have also received an ISO 9001 certification for their roles in design and production. 19 Innovation Since the end of 2013, the Company has been implementing a new production model based on the Lean Production principles. The sofa production model, under which sofas were traditionally assembled in a department-based factory (or “Isle Production” model), was subject to rigorous review with a view toward implementing moving line-based manufacturing processes, which would lead to improvements in efficiency, quality, and lead time. The moving line production model improves job area ergonomics by splitting products into lighter pieces at individual phases and also coordinates workers by ensuring that they work at a similar pace. The finished product tends to be of higher quality and produced more quickly. Tests and development of the moving-line production model at all stages of the production process still continue and are coordinated with our products design. In the field of process and product innovation, the Group implemented since 2013 the Modular Industrial Platform System, aimed at reducing manufacturing costs. Industrial platforms represent an industrial base common to many models that can be technically and aesthetically modified in order to meet customers’ requests. The utilization of such platforms grants substantial benefits in terms of product simplification (easy assembly), management (fewer codes to be managed), quality (fewer production failures), and production costs (economies of scale), leading to an increase in competitiveness. In 2015 the Company implemented the following new programs and measures related to the product development process and product design and engineering systems: 1) It launched a holistic quality based approach to control the quality of the product based on the FEM (Finite Element Method), paving the way to reduce claims and to increase customer satisfaction regarding product durability; 2) It established a dedicated comfort team, aimed to improve the ergonomic and comfort performance of the prototyped sofas, introducing also Virtual Seating and Ergonomic IT solutions in order to increase the wellness comfort experience of customers; 3) A 3D designing System was implemented with the support of a PDM (Product Data Management) The system increases the effectiveness of the engineering team by reducing complexity, facilitating product development activities and testing platforms and the critical quality points. The Company also improved the DFMA (Design for Manufacture and Assembly) strategy for product development and aligned it with the Lean Production System; 4) An improved control system for the product development process was implemented introducing a visual management system, making it possible to have a real time understanding of product development requests; 5) An Open Innovation Office was established with the aim to lead breakthrough innovations, procure innovative materials and collaborate with third-party professionals at the most famous research institutes Management also continues to encourage innovation and new products by leveraging on the above-mentioned innovations activities and adopting the most updated technology that exists in the sector. In reference to the innovation process, we began to implement the moving-line production system in our plants at the beginning of 2014 and expect the system to be fully implemented across all of our plants by the end of 2015. As of March 31, 2015 the following number of moving lines were implemented and completed: 24 moving-lines in China; 11 moving-lines in Romania; and four moving-lines in each of Italy and Brazil. As for the Chinese plant in particular, during the first part of 2014, the installation of the moving-line production system was not simultaneously accompanied by the development of an appropriate IT system to support moving-line production. It also lacked an appropriate training plan for workers who had to adapt their skills with the new moving line-based production model. For these reasons and several others, namely, the need for a reduction in complexity, the unavailability of complete and functioning moving lines, together with a production planning not adequate in terms of mix of products, has caused a sharp decline in the overall production efficiency and productivity of our Chinese plant. Starting from July 2014, as a result, we have created a dedicated team (the “lean-team”) whose main goal was to increase productivity, in particular through the: analysis of the main product platforms produced in different plants of the Group; • • diagnosis of these platforms, resulting in the elimination of underperforming models; • simplification of production complexity, through the elimination of models, versions, coverings that turned out to be underperforming; 20 • test and implementation, in collaboration with the University of Lecce, of a new software able to plan the production of all of the Group’s plants, with the ultimate goal of increasing the degree of repetitiveness in production, so as to reduce the complexity of production not only in individual plants but also in each production moving lines; • use of an additional software necessary to define the best production sequence of models belonging to the same “family of products” (i.e., having similar components and similar production times) to be assembled and determine a correct balance between the various stations of the line. • We formally launched the above-mentioned activities in December 2014,. The results have been very encouraging with a gradual recovery in production efficiency and productivity during the 2015. • The lean team, with support from all of the Departments, continued their activities to achieve these goals in 2015. The results in terms of reducing complexity and standardizing the moving lines processes have been very encouraging. As a result of their analysis, the Company formalized the implementation of a “Last Planner” in the Romanian plant in September 2015, in in the Iesce1 Plant in November 2015 and in the Brazilian Plant in December 2015. Furthermore, beginning in July 2014, an experimental laboratory for simulating all single phases within a typical moving line was designed and built at the headquarters in Santeramo in Colle. In this laboratory, our experts have been testing all ideas that the lean-team proposes with the aim of improving production efficiency, productivity, quality of finished products and workstation ergonomics. The results turned out to be better than expected, thanks also to the proactive involvement of people within this project. All the ideas that have been tested successfully in this laboratory are expected to be implemented in all of the Group’s industrial plants. In 2015 this laboratory tested all the new models designed, and all the new work methodology, providing a strong hand in improving the efficiency and the product quality. Today this laboratory is expanding with the addition of another production line. The Group continues its cooperation with Italian research centers aimed at identifying alternative product materials. Through this cooperation, we have identified a new wood material and a way to recycle other wood-based products, having mechanical properties suitable for use in sofa production. The relevant industrialization phase is still ongoing. Research and development expenses, which include labor costs for the research and development department, design and modeling consultancy expenses and other costs related to the research and development department, were €3.3 million in 2015, were €5.8 million in 2014 and €7.9 million in 2013 Advertising The Group’s Communications System was developed to regulate all methods used in each market to advertise the Natuzzi brand and it operates simultaneously on different levels: the “brand-building level” establishes the brand’s philosophy, while the “traffic-building level” aims to attract consumers to points-of-sale using various kinds of initiatives, such as presentations of new collections, new store openings and promotional activities. In particular, the Company approach to communication campaigns is specific to each product line: the Natuzzi Italia home philosophy is narrated with the support of famous international photographers; the advertising of Natuzzi Editions products conveys, thanks to the collaboration with local professionals in those markets where the products are sold, the value of the unique comfort of such products coupled with a style suitable to local market tastes; Natuzzi Re-vive has now been folded into Natuzzi Italia, for which it will be the new icon product. Advertising for galleries is carried out with the help of the “Retail Advertising Kit,” a collection of templates that enable direct advertising of the product lines in conjunction with the retailer’s brand. The Group has also invested in its online digital channel that represents and, given the trends in recent years, will represent to a greater degree the future of communication worldwide. Retail Development The Group is focused on accomplishing the goals of its sustainable Development Plan and, in particular, has achieved and continues to focus on achieving broader and more effective distribution in the most important Markets. The Group opened 27 Natuzzi Italia stores worldwide in 2015, the greatest part divided among Asia Pacific (12 stores) and North America (5 stores). In addition, 17 Natuzzi Italia galleries were opened, which leads to 44 overall openings in 2015, with a total network of 180 stores and 293 galleries at worldwide level. 21 Among the particularly notable Natuzzi Italia stores opened in 2015 are: • • • In February 2015 the Company opened a magnificent store in the Miami Design District; In August 2015, the Company opened a retail store at a prime location in Hong Kong of more than 1,000 square meters, which is the first store in that area and the initial results are already proving a successful business case. The Company introduced new signage to the Colombo and Abu Dhabi stores, which opened last year. • On December 26, 2015 (Boxing Day), the Company opened a new store in the Thurrock retail park in London, which is an area with a significant footfall, in a corner location. The store, which is more than 800 square meters and which has a revised layout that was specifically designed for the product matrix and implementation of all the Retail & Marketing mix, is providing astonishing results in terms of sales. The Company opened 112 Natuzzi Editions stores within last year, including 14 new mono brand stores and 98 new galleries, reaching 181 stores and 457 galleries worldwide. Most of the new gallery openings are in the EMEA region, where, according to the distribution strategy, some former Natuzzi Italia galleries have become Editions. Natuzzi Editions retail concept has been also fine-tuned: a full set of new Display System items has replaced the old concept in order to ensure an engaging shopping experience even in a shop-in-shop environment like our galleries. Last year the Company also completed the rationalization process for the Directly Operated Stores (“DOS”) network: 4 Divani & Divani stores in Italy were closed. The Company has closed 23 unprofitable stores (mostly in Western Europe) in less than 2 years. The latest closures enabled us to reach the appropriate distribution environment, which will help maximize efficiency and profitability of the opening plan for this year. Current DOS distribution is based on 57 POS, out of 1.140 POS Worldwide. The Company grants continued effort and investment to the development of efficient and practical selling tools. In 2015 the Company was finally able to set up a digital library comprised of the entire Natuzzi Italia retail collection: each product model (sofas, beds, furnishing, etc.) has been modelled in a 3D file format and the full list is available for downloading through the most used platform on the web (3D Warehouse, formerly Sketch up). As a result, Natuzzi is now, by far, the most represented furniture companies within the platform brand portfolio. This will hopefully help to address the interior decorator community in order to increase business in a still almost unexploited sector for the Group. Markets The Group markets its products internationally as well as in Italy. Thanks to its international presence, the seasonality does not significantly influence the Group’s operations. Outside Italy, the Group sells its furniture, on a wholesale basis, to major retailers and, on a retail basis, to furniture stores. In 1990, the Group began selling its leather-upholstered products in Italy and abroad through franchised Divani & Divani by Natuzzi and Natuzzi (now Natuzzi Italia) furniture stores. Since 2001, the Group has also sold its furniture through directly owned Natuzzi (now Natuzzi Italia) stores and Divani & Divani by Natuzzi stores. In 2005 the Group introduced the Natuzzi Editions to the U.S. market, and it continues to be sold in the Americas through galleries and concessions. The Leather Editions product line targets a similar customer to Natuzzi Editions and was introduced in markets outside the Americas in 2010 and also is sold through galleries and concessions. As part of the Business Plan, the Group has started its plan to re-label the Leather Editions portfolio of products as Natuzzi Editions to capitalize on the strength of the “Natuzzi” name and streamline its offerings. Consequently, the Leather Editions stores, including those stores located in China, will be gradually rebranded worldwide into Natuzzi Editions points of sales. The Italsofa product line was introduced in 2007 with the intent of competing with low-priced competitors. In 2013, the Group decided not to make further investments in the Italsofa. All the Italsofa models thus far developed will be progressively absorbed by the Group’s other product line offerings. In October 2013, the Group officially launched Re-vive, its innovative performance recliner, now the Natuzzi Italia iconic product, and began its distribution in the first half of 2014 in 25 markets. The Company has almost completed its commercial and distribution re-organization in all its commercial regions, in order to better exploit market opportunities all over the world. This reorganization includes expanding its retail presence in large department stores to increase visibility of the Natuzzi brand’s product lines as well as establishing a separate business unit, aimed at generating sales volumes and developing new key accounts through its private label offerings. 22 11 7 64 3 26 The following tables show the number of Group stores and galleries as of March 31, 2016 according to our principal geographic areas. Stores Americas(1) Natuzzi Italia Divani & Divani by Natuzzi Natuzzi Editions TOTAL U.S. and Canada ............................................................................................................................................................................................... Latin America ................................................................................................................................................................................................... 11 18 11 EMEA Asia-Pacific Europe ............................................................................................................................................................................................................... Italy ................................................................................................................................................................................................................... Middle East & Africa India............................................................................................................................................................................... 5 75 72 78 28 3 2 Asia ................................................................................................................................................................................................................... Oceania ............................................................................................................................................................................................................. 65 6 TOTAL ...................................................................................................................................................................................................................... 182 149 6 100 80 84 362 Natuzzi Italia Galleries/Concessions* Americas(1) ................................................................................................................................................................................................................. U.S. and Canada ............................................................................................................................................................................................... Latin America ................................................................................................................................................................................................... EMEA ........................................................................................................................................................................................................................ Europe ............................................................................................................................................................................................................... Italy ................................................................................................................................................................................................................... Middle East & Africa India............................................................................................................................................................................... Asia-Pacific ............................................................................................................................................................................................................... Asia ................................................................................................................................................................................................................... Oceania ............................................................................................................................................................................................................. 172 49 Natuzzi Editions 227 70 55 21 3 1 14 1 204 TOTAL 21 225 429 11 11 32 TOTAL ...................................................................................................................................................................................................................... 450 773 323* 1) * Includes the United States, Canada and Latin America (including Brazil) (collectively, the “Americas”). The concessions are store-in-store concept selling Natuzzi Italia products, and are managed directly by a subsidiary of the Company located in the United Kingdom. As of March 31, 2016 there were 9 Natuzzi Italia concessions, all located in United Kingdom. The following tables show the leather and fabric-upholstered furniture net sales and number of seats sold of the Group broken down by geographic market for each of the years indicated: Leather and Fabric Upholstered Furniture, Net Sales (in millions of Euro) Americas(1) EMEA Asia-Pacific Natuzzi(2) ........................................................................................ Private label ................................................................................... Natuzzi(2) ........................................................................................ Private label ................................................................................... Natuzzi(2) ........................................................................................ Private label ................................................................................... 2015 181.3 108.7 72.6 193.9 138.7 55.1 61.9 57.2 4.7 41.5% 24.9% 16.6% 44.3% 31.7% 12.6% 14.2% 13.1% 1.1% 2014 171.0 96.5 74.5 184.8 142.1 42.7 53.3 48.4 5.0 41.8% 23.6% 18.2% 45.2% 34.8% 10.4% 13.0% 11.8% 1.2% 2013 162.5 101.0 61.5 189.7 145.4 44.3 50.6 46.4 4.2 40.3% 25.0% 15.3% 47.1% 36.1% 11.0% 12.6% 11.5% 1.1% Total 437.0 100.0% 409.1 100.0% 402.8 100.0% (1) Includes the United States, Canada and Latin America (including Brazil) (collectively, the “Americas”). 23 (2) The “Natuzzi” brand includes the Group’s three lines of product: Natuzzi Italia, Natuzzi Editions and Natuzzi Re-Vive. Figures for 2012 and 2013 have been reclassified accordingly. Starting from the second half of 2014, upholstered net sales under the “Natuzzi” brand also includes net sales of beds sold under the Natuzzi Italia line. Leather and Fabric Upholstered Furniture, Net Sales (in seats) 2015 2014 2013 Americas(1) Natuzzi(2) .................................................................... Private label ............................................................... EMEA Natuzzi(2) .................................................................... Private label ............................................................... Asia-Pacific Natuzzi(2) .................................................................... Private label ............................................................... 719,959 349,689 370,270 668,891 373,315 295,576 154,409 128,364 26,045 46.7% 22.7% 24.0% 43.3% 24.2% 19.2% 10.0% 8.3% 1.7% 842,263 374,787 467,476 644,681 396,327 248,354 175,351 139,966 35,385 50.7% 22.6% 28.1% 38.8% 23.9% 14.9% 10.5% 8.4% 2.1% 809,31 425,502 383,808 703,368 430,367 273,001 173,669 143,548 30,121 48.0% 25.2% 22.8% 41.7% 25.5% 16.2% 10.3% 8.5% 1.8% Total 1,543,259 100.0% 1,662,295 100.0% 1,686,347 100.0% Includes the United States, Canada and Latin America (including Brazil) (collectively, the “Americas”). (1) (2) The “Natuzzi” brand includes the Group’s three lines of product: Natuzzi Italia, Natuzzi Editions and Natuzzi Re-Vive. Figures for 2012 and 2013 have been reclassified accordingly. Starting from the second half of 2014, upholstered net sales under the “Natuzzi” brand also includes net sales of beds sold under the Natuzzi Italia line 1. The Americas. In 2015, net sales of leather and fabric-upholstered furniture in the United States and the rest of the Americas (including Brazil) were €181.3 million, up 6,1% from €171.0 million, reported in 2014, and the number of seats sold decreased by 14,5%, from 842,263 in 2014 to 719,959 in 2015. The Group’s principal customers are major retailers. The Group advertises its products to retailers and, recently, to consumers in the United States, Canada, and Latin America (excluding Brazil) both directly and through the use of various marketing tools. The Group also relies on its network of sales representatives and on the furniture fairs held at its High Point, North Carolina offices each spring and fall to promote its products. The Group also takes part in the Las Vegas Furniture Fair. The Group’s sales in the United States, Canada and Latin America (excluding Brazil) were handled by Natuzzi Americas until June 30, 2010. Starting July 1, 2010, as a part of a general reorganization of the Group’s commercial activities, worldwide third- party sales have been handled by the parent company, Natuzzi S.p.A. Natuzzi Americas maintains offices in High Point, North Carolina, the heart of the most important furniture manufacturing and distribution region in the United States, and provides Natuzzi S.p.A with agency services. The staff at High Point provides customer service, trademarks and products promotions, credit collection assistance, and generally acts as the customers contact for the Group. As of March 31, 2016, the High Point North Carolina operation had 52 employees. In addition such Company has 24 independent sales representatives. All of our commercial activities in Brazil are overseen from our Salvador de Bahia facility. The Group’s commercial structure in Brazil has been reinforced by an increase in personnel, from 12 representatives in 2012 to 23 as of the end of 2015. Sales in Brazil in 2015 decreased by 11.9% from €10.7 million in 2014 to €9.5 million in 2015 due to the work on better sales and mix to increase margins. In July 2014, the Group reached an agreement to sell the Pojuca plant to a Brazilian company. In particular, a rental agreement with a sale-promise clause was signed, followed by a preliminary sale agreement signed in February 2015. The collection of the agreed sale price, for a total consideration of approximately €4.0 million, was completed in January 2016. 24 In 2015, we opened 23 new Natuzzi Editions galleries in the Americas region (of which, 4 in South America), 3 new Natuzzi Editions stores in South America, 6 Natuzzi Italia galleries and 5 Natuzzi Italia stores (North and Central America) As noted above, in February 2014, we opened a new, directly-operated Natuzzi Italia flagship store in New York City on Madison Avenue, with the aim of anchoring the Group’s expansion in the New York-Connecticut-New Jersey Tristate area. We closed our New York City store located in Soho in June 2014. In addition, as of March 31, 2016, there were also 18 Natuzzi Italia stores operating in the Americas that are owned by local dealers (11 in the United States and Canada, 7 in Latin America). Furthermore, as of the same date, there were 11 Natuzzi Editions stores, all located in Brazil. 2. EMEA During 2015, the Group continued to consolidate its position in Western Europe, and increase its presence in Eastern Europe, the Middle East and Africa (collectively, “EMEA”), by investing in stores and galleries. Net sales of leather and fabric- upholstered furniture in EMEA (including Italy) increased by 4.9% in 2015 to €193.9 million (from €184.8 million in 2014), with the number of seats sold increasing by 3.8%, from 644.681 in 2014 to 668.891 in 2015. 2a) Italy. Since 1990, the Group has sold its upholstered products within Italy principally through the Divani & Divani by Natuzzi franchised network of furniture stores. As of March 31, 2016 there were 75 Divani & Divani by Natuzzi stores, and three Natuzzi Italia stores located in Italy. The Group directly owns 15 of these stores, including the three stores operating under the Natuzzi Italia name. 2b) Europe (Outside Italy). The Group expands into other European markets mainly through stores (local dealers, franchisees or directly operated stores). As of March 31, 2016, 72 stores were operating in Europe: 5 under the Divani & Divani by Natuzzi , all located in Portugal; 64 were under the Natuzzi Italia name (9 in Spain, 9 in France, 7 in Russia, 5 in Switzerland, 6 in the United Kingdom, 4 in each of Poland and the Czech Republic, 3 in Cyprus, 2 in each of Hungary and Ukraine, and 1 in each of Armenia, Bosnia, Croatia, Estonia, Germany, Latvia, Malta, Romania, Serbia, Azerbaijan, Kosovo, Turkey and Slovenia) and 3 Natuzzi Editions. Of these stores, 19 were directly owned by the Group as of March 31, 2016 and all were operated under the Natuzzi Italia name: 9 in Spain, 5 in Switzerland, 4 in the United Kingdom and 1 in Germany. Apart from the Natuzzi Italia stores, the Group also operates 9 concessions in the United Kingdom. Given the size of the Russian market and its strategic relevance to the Group’s future growth, a local representative office was opened in Moscow in February 2010, with the aim of managing sales, marketing and customer service for Russia and the Ukraine, and to supervise the opening of new single-brand stores in the Russian market. 2c) Middle East & Africa. As of March 31, 2016, the Group had a total of 26 Natuzzi Italia stores in the Middle East & Africa region: 8 in India, 5 in Israel, 3 in Saudi Arabia, 2 each in United Arab Emirates, and one each in Algeria, Côte d’Ivoire, Egypt, Lebanon, Qatar, Jordan, Libya and Sri Lanka. In addition 2 under the Natuzzi Editions were operating, all located in Israel. In January 2012, following the worsening of the European Union’s diplomatic relations with Iran and Syria, the Company decided to cease all business relations with these two countries. No impairment issue arose following the cessation of business relations with those two countries. The Group had no sales in Iran or Syria in 2015, 2014 and 2013. Our prior interests and activities in Iran or Syria are not a material investment risk, either from an economic, financial or reputational point of view. The Group has not had, nor does it plan to have, any commercial contacts with the governments of Iran or Syria, or with entities controlled by such governments. The Group has never generated sales in Sudan or North Korea or Cuba. 3. Asia-Pacific Region. In 2015, net sales of leather and fabric-upholstered furniture in the Asia-Pacific region increased by 16,0% to €61.9 million form €53.3 million from in 2014, and the number of seats sold decreased 11.9%, from 175,351 in 2014 to 154.409 in 2015. Natuzzi Trading (Shanghai) Co., Ltd. acts as a regional office and manages the commercial part of the business throughout the region. Furthermore, the Group also controls a subsidiary in Japan, an agency in South Korea and an agency for Australia and New Zealand. All of these offices report to the regional office in Shanghai. The general strategy for the Natuzzi brand is to further expand the store network throughout the region, with a strong emphasis on the Chinese market. 25 As of March 31, 2016, 71 Natuzzi Italia stores were operating in the Asia-Pacific market: 46 in China, 6 each in Australia and Taiwan, 3 in Korea, 2 each in Vietnam, Thailand and Singapore, and 1 each in Indonesia, Malaysia, Philippines and Hong Kong. In addition, as of the same date, the Group had 84 Natuzzi Editions stores located in China (of which 14 were operated by the Group). The Group also maintains 15 galleries in the Asia-Pacific region, of which 11 are under the Natuzzi Italia (8 located in Japan, 2 in Thailand, and 1 in Singapore) and 4 under the Natuzzi Editions (3 located in Taiwan and 1 Australia). The Group is currently planning to further expand its presence in China, specifically with single-brand stores located in medium-sized cities across the country. The Group relabeled the Leather Editions portfolio of products as Natuzzi Editions to capitalize on the strength of the Natuzzi name and streamline its offerings. Consequently, the Leather Editions stores, including those stores located in the Asia Pacific region, China in particular, have been renamed under the Natuzzi Editions name. The Group continues to search for opportunities for further investment in the Indian market. A local representative office was opened in New Delhi in the beginning of 2010 to manage sales, marketing and customer service and supervise the Natuzzi retail roll-out in the Indian market. Customer Credit Management The Group maintains an active credit management program. The Group evaluates the creditworthiness of its customers on a case-by-case basis according to each customer’s credit history and information available to the Group. Throughout the world, the Group utilizes “open terms” in 84% of its sales and obtains credit insurance for 61% of this amount; less than 11% of the Group’s sales are commonly made to customers on a “cash against documents” and “cash on delivery” basis; and lastly, about 5% of the Group’s sales are supported by a “letter of credit” or “payment in advance.” In July, the Company signed a 5-year non-recourse (pro- soluto) assignment of trade receivables with a major Italian financial company by means of a securitization program. The maximum amount of trade receivable that can be sold under this program is €35 million. Incentive Programs and Tax Benefits Historically, the Group derived benefits from the Italian Government’s investment incentive program for under- industrialized regions in Southern Italy, which includes the area that serves as the center of the Group’s operations. The investment incentive program provides tax benefits, capital grants and subsidized loans. There can be no assurance that the Group will continue to be eligible for such grants, benefits or tax credits for its current or future investments in Italy. In 2006, the Company entered into an agreement with the Italian Ministry of Industrial Activities for the incentive program entitled “Integrated Package of Benefits—Innovation of the working national program ‘Developing Local Entrepreneurs’” for the creation of a centralized information system in Santeramo in Colle that will be utilized by all Natuzzi points-of-sale around the world. This agreement anticipated costs of €7.2 million and €1.9 million for the development and industrialization program, respectively. On March 20, 2006, the Italian Industrial Ministry issued a concession decree providing for a provisional grant to the Company of €2.8 million and a loan of €4.3 million, to be repaid at a rate of 0.74% over 10 years. Between December 2006 and September 2008, the Company provided the aforementioned Committee with the list of expenses to be recognized under this project and that have been incurred between July 2005 and November 2007 (date of completion of the program) totaling €10.8 million. In April 2009, the Italian Government provided, as advance payment, a €3.9 million subsidized loan and a €1.9 million operating subsidy to the Company. These payments were approved in 2010 by the Ministry Committee, and operating subsidies of €0.6 million and €0.2 million were paid in April 2012 and October 2013, respectively, as well as the residual subsidized loan amount of €0.4 million in October 2013. The Company is still awaiting receipt of €0.1 million of operating grants. During 2008, the Italian Ministry of Industrial Activities approved a new incentive program, entitled “Made in Italy – Industry 2015.” The objective of this program is to facilitate the realization and development of new production technologies and services with high innovation value in order to stimulate awareness for products that are made in Italy. In December 2008, the Company submitted to the Italian Ministry of Industrial Activities its proposal, entitled “i-sofas.” The “i-sofas” program envisions a total investment of €3.9 million, up to €1.7 million of which may be contributed as a grant by the Italian Ministry of Industrial Activities. In October 2011, the Italian Ministry of Industrial Activities issued a concession decree reducing the total investment from €3.9 to €1.9 million and, accordingly, capital grants from up to €1.7 million to €0.7 million. No capital grant was collected in 2013. The Company collected €0.2 million of grants on April 1, 2014, and €0.1 million of grants on December 16, 2014. The Company collected €0.1 million under this program in September 2015. The Company does not expect to receive any further collection under this program because the Ministry did not acknowledge a list of presented expenses for the difference. 26 In April 2010, Natuzzi S.p.A., as the leader of a coalition of 19 institutions (including universities, research centers and other industrial companies), submitted to the Italian Ministry of Education, University and Research a project proposal entitled “Future Factory,” which hopes to be financed using National Operating Plan (Piano Operativo Nazionale) funds. This project concerns the research and development of technologies and advanced applications for the control, monitoring and management of industrial processes. This project anticipates an overall cost of €17.4 million, of which Natuzzi is supposed to bear €3.3 million (€2.6 million as industrial research-related costs, and €0.7 million as experimental activity-related costs). In March 2011, the Ministry informed the Company that it was included on a short list of companies being considered for the grant. In April 2012 the Ministry approved the Feasibility Study. As of the date of this Annual report the Company has not received an update from the Ministry. There can be no guarantee that the Company will receive the aforementioned grant from the Italian Government. In 2013 The Company took part in a temporary association (Associazione Temporanea di Imprese) (“ATI”), under a program called “MAIND”, that aims to share Research, Development and Training expenses that relate to eco-innovative materials and advanced technologies for the manufacturing and construction industries. By taking part in ATI, the Company hopes to receive grants by the Italian Government covering its investments in the moving line of its Italian plants In November 2014, The Italian Ministry of Education, University and Research accepted the request for a grant from ATI, and in particular, granted Natuzzi S.p.A. €0.6 million to cover almost all of its expenses presented under this experimental research and development project. In 2015, the Company, through the company that leads the ATI, presented to the Italian Ministry of Economic Development a statement of expenses related to the personnel in the research and development department, as well as training expenses in moving line. As of the date of this Annual Report, the Company has not yet been informed of the timing of collection of such €0.6 million grant. In September 2015, the Company presented to the Italian Ministry of Economic Development a €49.7 million investment program for industrial development, which is composed of six programs, including programs in research and development and for upgrading its Italian facilities located in the Puglia and Basilicata Regions. The Company formally requested that the Italian Ministry of Economic Development grant is €37.3 million from public incentives. The total amount of €49.7 million is composed of €27.7 million to upgrade the Italian plants located in Puglia and Basilicata Regions, and the remaining part of €22.0 million is for innovation, research and development expenses. The expected grant should be represented by €14.0 million as a capital grant and by €23.3 as subsidized loan. As of the date of this Annual Report, the request has been accepted by the Italian Ministry for Economic Development. The Company has already started to carry out the planned investments. The ministry officers will shortly execute on-the-spot inspections in order to evaluate the feasibility (both technical and financial) of the presented investments. Management of Exchange Rate Risk The Group is subject to currency exchange rate risk in the ordinary course of its business to the extent that its costs are denominated in currencies other than those in which it earns revenues. Exchange rate fluctuations also affect the Group’s operating results because it recognizes revenues and costs in currencies other than Euro but publishes its financial statements in Euro. The Group also holds a substantial portion of its cash and cash equivalents in currencies other than the Euro, including a large amount in RMB received as compensation for the relocation of its Chinese manufacturing plant. The Group’s sales and results may be materially affected by exchange rate fluctuations. For more information, see “Item 11. Quantitative and Qualitative Disclosures about Market Risk. Trademarks and Patents The Group’s products are sold under the Natuzzi, Natuzzi Editions, Natuzzi Re-vive, Softaly trademarks. These trademarks and certain other trademarks, such as Leather Editions, Italsofa, Divani & Divani by Natuzzi, have been registered in all jurisdictions in which the Group has a commercial interest, such as Italy, the European Union and elsewhere. In order to protect its investments in new product development, the Group has also undertaken the practice of registering certain new designs in most of the countries in which such designs are sold. The Group currently has more than 1,000 design patents and patents (registered and pending). Applications are made with respect to new product introductions that the Group believes will enjoy commercial success and have a high likelihood of being copied. 27 The Natuzzi Group launched Re-vive®, an innovative armchair that was the result of a collaborative effort between Natuzzi’s Style Center and the Formway Design Studio of Wellington, New Zealand. The Re-vive recliner combines style and comfort, Italian artisan expertise and innovative New Zealand design. This innovative armchair is internationally protected by several patents covering both its shape and all of its components. In particular, the design patent was filed in 39 countries, while the mechanism patent was filed in 44 countries. Natuzzi has entered into a 20-year licensing agreement, signed in January 2011, with Formway that allows it to utilize the design and mechanisms developed for the Re-vive armchair in exchange for a licensing fee, payable in installments, and royalties representing a percentage of sales of the armchair. As for the distribution of the products that are manufactured in the Group’s plants and identified under various names (Natuzzi Italia, Natuzzi Editions, Natuzzi Re-vive), the Group has in place with its customers (retailers and/or wholesalers) business agreements under the form of a sales license (product supply and brand usage license). Furthermore, the Group also has supply agreements in place with large wholesalers for the supply of private label products that are manufactured by the Group’s industrial plants outside of Italy. Regulation The Company is incorporated under the laws of the Republic of Italy. The principal laws and regulations that apply to the operations of the Company—those of Italy and the European Union—are different from those of the United States. Such non-U.S. laws and regulations may be subject to varying interpretations or may be changed, and new laws and regulations may be adopted, from time to time. Our products are subject to regulations applicable in the countries where they are manufactured and sold. Our production processes are regularly inspected to ensure compliance with applicable regulations. While management believes that the Group is currently in compliance in all material respects with such laws and regulations (including rules with respect to environmental matters), there can be no assurance that any subsequent official interpretation of such laws or regulations by the relevant governmental authorities that differs from that of the Company, or any such change or adoption, would not have an adverse effect on the results of operations of the Group or the rights of holders of the Ordinary Shares or the owners of the Company’s ADSs. See “Item 4. Information on the Company—Environmental Regulatory Compliance,” “Item 10. Additional Information—Exchange Controls” and “Item 10. Additional Information—Taxation.” Environmental Regulatory Compliance The Group, to the best of its knowledge, operates all of its facilities in compliance with all applicable laws and regulations. Insurance The Group maintains insurance against a number of risks. The Group insures against loss or damage to its facilities, loss or damage to its products while in transit to customers, failure to recover receivables, certain potential environmental liabilities, product liability claims and Directors and Officer Liabilities. While the Group’s insurance does not cover 100% of these risks, management believes that the Group’s present level of insurance is adequate in light of past experience 28 Description of Properties The location, approximate size and function of the principal physical properties used by the Group as of March 31, 2015 are set forth below: Country Italy ............................................................................................................................................................................................................................ Location Santeramo in Colle (BA) 27,000 Headquarters, prototyping, showroom Function Italy ............................................................................................................................................................................................................................ Santeramo in Colle (BA) 2,000 Size (approximate square meters) (Owned) Experimental laboratory: Leather cutting, Sewing, Assembling wooden parts for frame, product assembly (Owned) Sewing and product assembly (Owned) Production Capacity per day Unit of Measure N.A. N.A. 50 / 160 Seats/ square meters 1,100 Seats Santeramo in Colle, Jesce (BA) Matera La Martella Italy ............................................................................................................................................................................................................................ 28,000 Matera, Jesce 38,000 General warehouse of sofas and accessory Italy ............................................................................................................................................................................................................................ furnishing (Owned) Experimental laboratory: Leather cutting, Italy ............................................................................................................................................................................................................................ Sewing, Assembling wooden parts for frame, product assembly (Owned) Leather cutting (Owned) Fabric and lining cutting, leather warehouse (Owned) Italy ............................................................................................................................................................................................................................ Italy ............................................................................................................................................................................................................................ Seats / Sq meters Square Meters Laterza (TA) Laterza (TA) 300 / 1,600 3,700 11,000 13,000 Linear Meters 10,000 6,000 N.A. N.A. Laterza (TA) Italy ............................................................................................................................................................................................................................ Warehouse (Owned) Polyurethane foam production (Owned) Italy ............................................................................................................................................................................................................................ Italy ............................................................................................................................................................................................................................ Leather dyeing and finishing (Owned) U.S.A. ........................................................................................................................................................................................................................ 12,000 21,000 10,000 Office and showroom for Natuzzi Americas Qualiano (NA) Pozzuolo del Friuli (UD) High Point, North Carolina N.A. Tons Square Meters 20,000 Accessory Furnishing Packaging N.A. 87 14,000 and N.A. 75,600 Baia Mare China .......................................................................................................................................................................................................................... Romania ..................................................................................................................................................................................................................... (Owned) Leather cutting, sewing and product assembly, manufacturing of wooden frames, polyurethane fiberfill production and wood and wooden product manufacturing (Owned) Leather cutting, sewing and product assembly, manufacturing of wooden frames, polyurethane fiberfill production (Leased) Leather cutting, sewing and product Brazil.......................................................................................................................................................................................................................... assembly, manufacturing of wooden frames, polyurethane fiberfill foam production (Owned) Salvador de Bahia – Bahia Seats/ Sq meters Seats/ Sq meters Seats/ Sq meters 1,300 / 5,000 2,700/ 10,100 150/ 520 Shanghai shaping, shaping, shaping, 28,700 88,000 foam foam N.A. The Group believes that its production facilities are suitable for its production needs and are well maintained Capital Expenditures The following table sets forth the Group’s capital expenditures for each year for the three-year period ended December 31, 2015: Year ending December 31, (millions of Euro) 2015 2014 2013 Land and plants ..................................................................... Equipment ............................................................................. Intangible assets .................................................................... Total ............................................................................ 0.2 2.1 1.1 3.7 0.0 6.6 0.0 6.6 0.1 7.0 1.1 8.2 29 Capital expenditures during the last three years were primarily made to make improvements to property, plant and equipment and for the expansion of the Company’s retail network. In 2015, capital expenditures were primarily made to make improvements at the Group’s existing facilities, in particular in Italy for the implementation of the moving line production process. The Group expects that capital expenditures in 2016 will range from €14.0 million to €16.0 million, which is expected to be financed through the improved cash flow from operations, bank facilities and through new credit lines pursuant to a new agreement with the Ministry of Economic Development (Ministero dello Sviluppo Economico) and the governments of the Puglia and Basilicata regions, dated September 23, 2015 (the “Developing Contract”). The Developing Contract consists of an incentive program for upholstery furniture divisions, which is aimed at recovering competiveness of Italian companies. According to the Developing Contract, in the next three years the company will invest €49.7 million (of which €27.7 million is related to upgrading Italian facilities and €22.0 million is for research and development expenses). MISE, Puglia and Basilicata Regions will contribute an amount up to €37.3 million (of which up to €14.0 million as government grants and up to €23.3 million as subsidized loan). In 2016 the Company plans to invest approximately €12 million for this program and expects to receive an amount of up to €5.0 million as government support related to this program. The Group believes that liquidity deriving from its operation activities is sufficient to cover such capital expenditures even in the event of partial or total absence of government support of such “developing program”. ITEM 4A. UNRESOLVED STAFF COMMENTS None. ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS The following discussion of the Group’s results of operations, liquidity and capital resources is based on information derived from the audited Consolidated Financial Statements and the notes thereto included in Item 18 of this Annual Report. These financial statements have been prepared in accordance with Italian GAAP, which differ in certain respects from U.S. GAAP. For a discussion of the principal differences between Italian GAAP and U.S. GAAP as they relate to the Group’s consolidated net losses and shareholders’ equity, see Note 31 to the Consolidated Financial Statements included in Item 18 of this Annual Report. All information that is not historical in nature and disclosed under “Item 5—Operating and Financial Review and Prospects” is deemed to be a forward-looking statement. See “Item 3. Key Information—Forward Looking Information.” Critical Accounting Policies and estimates Use of Estimates — The significant accounting policies used by the Group to prepare its financial statements are described in Note 3 to the Consolidated Financial Statements included in Item 18 of this Annual Report. The application of these policies requires management to make estimates, judgments and assumptions that are subjective and complex, and which affect the reported amounts of assets and liabilities as of any reporting date and the reported amounts of revenues and expenses during any reporting period. The Group’s financial results could be materially different if different estimates, judgments or assumptions were used. The following discussion addresses the estimates, judgments and assumptions that the Group considers most material based on the degree of uncertainty and the likelihood of a material impact if a different estimate, judgment or assumption were used. Actual results could differ from such estimates, due to, among other things, uncertainty, lack or limited availability of information, variations in economic inputs such as prices, costs, and other significant factors including the matters described under “Risk Factors.” Long-lived Assets — Management reviews long-lived assets for impairment whenever changes in circumstances indicate that the carrying amount of the assets may not be recoverable and would record an impairment charge if necessary. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the recoverable amount, which is the higher of the estimated fair value less cost to sell of future undiscounted and discounted net cash flows expected to be generated by the asset and are significantly impacted by estimates of future prices for our products, capital needs, economic trends and other factors. If the carrying value of a long-lived asset is considered impaired, an impairment charge is recorded for the amount by which the carrying value of the long-lived asset exceeds its estimated recoverable amount, in relation to its use or realization, as determined by reference to the most recent corporate plans. The Company analyzes its overall valuation and performs an impairment analysis of its long-lived assets in accordance with Italian GAAP and U.S. GAAP (long-lived assets have to be tested for impairment whenever the events or changes in circumstances indicate that the carrying amount of an asset may be not recoverable). Due to a market capitalization that falls below the carrying amount of the company, and history of operating loss and revenues decline, management has performed impairment tests on certain long-lived assets where losses have been generated. 30 The fair value analysis of each long-lived asset in use is unique and requires that management use estimates and assumptions that are deemed prudent and reasonable for a particular set of circumstances. Management believes that the estimates used in the analyses are reasonable; however, changes in estimates could affect the relevant valuations and the recoverability of the carrying values of the assets. The cash flows employed in our 2015 undiscounted and discounted cash flow analyses for impairment analysis of long lived assets in use were based on the Business Plan 2014-2016, adopted by the Board of Directors on February 28, 2014, as updated by management for the period 2017-2020 to reflect the roll-forward of the Plan in the next years. While management believes its estimates are reasonable, many of these matters involve significant uncertainty, and actual results may differ from the estimates used. The key inputs and assumptions that were used in performing the 2015 impairment test for long-lived assets in use are as follows: Year Ended Dec. 31, 2015 Long lived assets (in use) located in Cash flows Italy (Production site) ................................................................................................................................................................................................ Brazil (Production site) .............................................................................................................................................................................................. China (Production site) .............................................................................................................................................................................................. Total assets tested Undiscounted Third-party independent appraisal Undiscounted n/a n/a n/a n/a 4% 4% asset Net book value of the after impairment test (thousands of €) 45,820 4,796 10,394 61,010 WACC G n/a n/a n/a Sales CAGR 2016-20 G – estimated long-term growth rate from “Damodaran Online” at http://pages.stern.nyu.edu/~adamodar/ WACC – Weighted Average Cost of Capital Sales CAGR – Sales Compound Annual Growth Rate The fair value analysis of each long-lived asset not in use/to be disposed of is determined by means of third party independent appraisal. No impairment loss was recorded in 2015, while an impairment loss of €0.4 million and €0.4 million was recognized in 2014 and 2013 respectively. The compound annual growth rate for sales for Italian production sites is based on the five- year business plan. The deterioration of the macroeconomic environment, retail industry and the deterioration of our performance, could affect our Italian production long lived assets. In performing the impairment analysis management has performed a sensitivity analysis, which results in an undiscounted cash flow exceeding the carrying amount of long lived assets with an adequate cushion. During 2015, as a result of the positive results achieved during the year, the Company did not perform an impairment review of its retail fixed assets. During 2014 the Company recorded an impairment loss of €0.7 million for the assets related to retail stores in the UK. During 2013 the Company performed an impairment review of its retail fixed assets: an impairment loss of €0.7 million was recorded for the assets related to retail stores in Italy, an impairment loss of €0.6 million was recorded for the assets related to retail stores in Spain and an impairment loss of €0.8 million was recorded for the German retail assets. Also, in 2013 the company recorded an impairment loss of €6.0 million for a specific asset (airplane) and €0.4 million for plants not in use/to be disposed of. For a discussion of the differences between Italian GAAP and U.S. GAAP with respect to the above impairment analysis and the effect on net loss and shareholders’ equity as of December 31, 2015, please see Note 31(g) of the Consolidated Financial Statements included in item 18 of this Annual Report. Goodwill and intangible assets — Management tests goodwill and intangible assets for impairment by reporting unit at least once a year or whenever the events or changes in circumstances indicate that the carrying amount of goodwill and intangible assets may be not recoverable. The Company analyzes its overall valuation and performed the impairment analysis of its goodwill and intangible assets in accordance with Italian and U.S. GAAP. Under Italian GAAP the Company amortizes the goodwill and intangible assets arising from business acquisition on a straight-line basis over a period of five years. Under U.S. GAAP goodwill and intangible assets are not amortized but annually tested for impairment. At December 31, 2015, 2014 and 2013, the Company did not record any impairment loss for its goodwill and intangible assets (see notes 12 and 31(d) of the Consolidated Financial Statements included in Item 18 of this Annual Report). 31 For a discussion of the differences between Italian GAAP and U.S. GAAP with respect to the above impairment analysis and the effect on net loss and shareholders’ equity as of December 31, 2015, please see Note 31(d) of the Consolidated Financial Statements included in Item 18 of this Annual Report. Although management believes its estimates in relation to such impairments are reasonable, actual results may differ, and future downward revisions to management’s estimates, if any, may result in further charges in future periods. Recoverability of Deferred Tax Assets — Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the accounting in the consolidated financial statements of existing assets and liabilities and their respective tax bases, as well as for losses available for carrying forward in the various tax jurisdictions. Deferred tax assets are reduced by a valuation allowance to an amount that is reasonably certain to be realized. Deferred tax assets and liabilities are calculated using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. In assessing the feasibility of the realization of deferred tax assets, management considers whether it is reasonably certain that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible and the tax loss carry forwards are utilized. Estimating future taxable income requires estimates about matters that are inherently uncertain and requires significant management judgment, and different estimates can have a significant impact on the outcome of the analysis. In 2014 and 2015, because most of the Italian and foreign subsidiaries realized significant pre-tax losses and were in a cumulative loss position, management did not consider it reasonably certain that the deferred tax assets of those companies would be realized in the scheduled reversal periods (see Note 18 to the Consolidated Financial Statements included in Item 18 of this Annual Report). In making its determination that a valuation allowance was required, management considered the scheduled reversal of deferred tax liabilities and tax planning strategies but was unable to identify any relevant tax planning strategies available to reduce the need for a valuation allowance. Changes in the assumptions and estimates related to future taxable income, tax planning strategies and scheduled reversal of deferred tax liabilities could affect the recoverability of the deferred tax assets. If actual results differ from such estimates and assumptions the Group financial position and results of operation may be affected. One-Time Termination Benefits — In September 2011, the Company renewed its agreement with the Italian trade unions and the Ministry of Labor and Social Policy that permitted it to participate in a temporary workforce reduction program and to benefit from the “Cassa Integrazione Guadagni Straordinaria,” or CIGS, for a period of 24 months beginning on October 16, 2011. Pursuant to the CIGS, government funds pay a substantial majority of the salaries of redundant workers who are subject to layoffs or reduced work schedules. For the 2011-2013 period, an average of 1,273 employees from the Group’s headquarters and production facilities were covered by the program, which contemplated a surplus of 1,060 employees at the end of the period on October 15, 2013. Pursuant to this agreement, as of December 31, 2011, the Company, accrued a one-time termination benefits reserve with an accrual of €5.4 million (for the 1,060 employees to be dismissed) recorded as a non-operating expense, under the line “Other Income/(Expense), Net” of the consolidated statement of operations for the year ended December 31, 2011, of which €1.4 million has been paid. On October 10, 2013, shortly before the expiration of the 2011 agreement, the Company entered into the 2013 Italian Reorganization Agreement with local institutions, Italian trade unions, the Ministries of Economic Development and of Labor and Social Policy and the regions of Puglia and Basilicata governing the reorganization plan for the Group’s Italian operations. The plan contemplated by the 2013 Italian Reorganization Agreement anticipated future layoffs of 1,506 employees (instead of the 1,060 contemplated by the agreement signed in 2011). Due to the complexity of the measures envisioned by the plan and in order to better manage workforce reductions, the Company and the trade unions obtained a one-year extension of the Company’s participation in the CIGS program through October 15, 2014. The Company anticipated making incentive payments to induce the voluntary resignation of up to 600 employees at the conclusion of the period covered by the CIGS program. As a result, in 2013, the Company increased the one-time termination benefits reserve (reflecting both voluntary payments and those that must be made under Italian law in the event of employee terminations) with an accrual of €19.9 million, which was recorded as a non-operating expense, under the line “Other Income/(Expense), Net.” 32 During 2014, the Company granted incentive payments to 429 workers, for an amount of €13.5 million, further to the individual agreements reached during the year. Also, the Company obtained a further one-year extension of its participation in the CIGs program (expiring on October 16, 2015) for 1,550 workers. In the meantime, negotiations started with social parties to obtain a solidarity agreement aimed to avoid layoffs by reducing the number of daily work hours for all employees, and reduce the labor and social contribution costs. The 2015 Italian Reorganization Agreement was finally signed on March 3, 2015 and refers to a total of 1,818 workers. In 2014, remaining redundant workers amounted to 516. Based on the estimation of the number of redundancies, no accrual was posted in 2014 to the one-termination benefit reserve, since the remaining provision was deemed sufficient enough to cover the cost of future layoffs. During 2015, the Company granted incentive payments to 78 workers, for a total amount of €4.5 million. In addition, 100 workers, who were originally employed at the Ginosa plant, were re-employed at the Jesce, Matera, and Laterza plants. As for the remaining redundancy, on July 28, 2015, a new incentive payment program was launched, with an ultimate deadline of June 30, 2016. As of December 31, 2015, 65 workers participated in the new incentive payment program. As a result of these programs, the estimated remaining redundancy is 359 workers. Based on this new estimate of the number of redundancies, an accrual of €3.4 million was posted in 2015 to the one-termination benefit reserve. Therefore, the remaining provision of €10.2 million at 2015 year-end has been deemed as sufficient to cover the cost of future layoffs. In accordance with Italian GAAP, the costs connected to one-time termination benefits were recognized in 2011, 2013 and 2015 due to the fact that in those years the Company formally decided to adopt the termination plans (which were approved by the Company’s board of directors) and was able to reasonably estimate the related one-time termination benefits. Under Italian GAAP, the communication or announcement to third parties of the plan of termination of workers is not relevant to the recognition of the cost for the termination benefits related to the terminated workers. Although management believes its estimates of the one-time termination benefits are reasonable, different assumptions regarding the number of employees to be laid off, the outcome of the negotiations with the trade unions and the relevant Italian Ministries, and other factors, could lead to different conclusions, which could have a significant impact on the figures determined. Under U.S. GAAP, considering the guidance of ASC 420, the one-time termination benefits have to be recorded in the consolidated statement of operations when the termination plan is communicated to the employees and meets all the criteria indicated in paragraph 420-10-25-4. The effects of this different accounting treatment are indicated in Note 31(f) of the Consolidated Financial Statements included in Item 18 of this Annual Report. Allowances for Returns and Discounts — The Group records revenues net of returns and discounts. The Group estimates sales returns and discounts and creates an allowance for them in the year of the related sales. The Group makes estimates in connection with such allowances based on its experience and historical trends in its large volumes of homogeneous transactions. However, actual costs for returns and discounts may differ significantly from these estimates if factors such as economic conditions, customer preferences or changes in product quality differ from the ones used by the Group in making these estimates. Allowance for Doubtful Accounts — The Group makes estimates and judgments in relation to the collectability of its accounts receivable and maintains an allowance for doubtful accounts based on losses it may experience as a result of failure by its customers to pay amounts owed. The Group estimates these losses using consistent methods that take into consideration, in particular, insurance coverage in place, the creditworthiness of its customers and general economic conditions. Changes to assumptions relating to these estimates could affect actual results. Actual results may differ significantly from the Group’s estimates if factors such as general economic conditions and the creditworthiness of its customers are different from the Group’s assumptions. Revenue Recognition — Under Italian GAAP, the Group recognizes sales revenue, and accrues associated costs, at the time products are shipped from its manufacturing facilities located in Italy and abroad. A significant part of the products are shipped from factories directly to customers under sales terms such that ownership, and thus risk, is transferred to the customer when the customer takes possession of the goods. These sales terms are referred to as “delivered duty paid,” “delivered duty unpaid,” “delivered ex quay” and “delivered at customer factory.” Delivery to the customer generally occurs within one to six weeks from the time of shipment. The Group’s revenue recognition under Italian GAAP is at variance with U.S. GAAP. For a discussion of revenue recognition under U.S. GAAP, see Note 31(c) to the Consolidated Financial Statements included in Item 18 of this Annual Report. 33 Results of Operations Summary — During 2015, the Company continued to dedicate significant efforts and resources to reorganizing its operations, and optimizing and streamlining processes to reduce costs and recover efficiency. While most of the activities included in the Business Plan (namely, new brand and distribution strategy; product innovation; the controlling and reduction of fixed costs; rationalization of the Directly Operated Stores network; new commercial organization) have been carried out, as of the date of this Annual Report, substantially in line with the scheduled timing, the implementation of the industrial process innovation project included in the Business Plan generated, during the first part of 2014, some unexpected difficulties, highlighting, therefore, the need for certain corrective measures within the Group’s industrial operations, which resulted in a slower implementation of the Plan than originally envisaged. The corrective measures introduced in the second half of 2014 had a means to recover efficiency in our industrial plants allowed, indeed, the Group to gradually improve quarterly industrial margins during 2014, but not in a sufficient measure to return to profitability. In 2015, thanks to the corrective measures introduced in the second half of 2014, the Group achieved positive results in terms of production efficiency (in particular for Italian and Chinese plant) and in terms of control and reduction of fixed costs and rationalization of the Directly Operated Stores network. As a consequence in 2015 EBIT improved from -€37,0 million in 2014 to - €7,6 million in 2015. On the basis of the actions described above, during the second part of 2015, Natuzzi management prepared the 2016 budget, which was approved by the Board of Directors on November 27, 2015. The budget foresees a further improvement in the Group’s results, reaching positive operating results by the end of 2016. These results will be achieved mainly because of the positive contribution resulting from measures to improve efficiency, which were implemented during the last year. In 2015, the Group had net losses of €16.5 million (compared to a net loss of €49.4 million in 2014). Group net sales increased by 5.9%, from €461.4 million in 2014 to €488.5 million in 2015. Total upholstery net sales increased by 6.8% to €437.0 million due to a positive exchange rate fluctuations, a generalized increase in the price list and a positive contribution from sales-mix. Such positive factors were partially offset by a decrease in terms of seats sold from 1,662,295 in 2014 to 1,543,259 in 2015. “Other sales” item, relates to the sales of furnishings, polyurethane and other minor revenues, decrease by 1.5% from €52.3 million in 2014 to €51.5 million in 2015. In 2015, net sales of the “Natuzzi” branded products (which include the Group’s two lines of product: Natuzzi Italia and Natuzzi Editions) increased by 6.1%, from €287.0 million in 2014 to €304.6 million in 2015, with the number of seats sold decreasing by 6.6% to 851,368 as compared to 2014. Net sales of private label products (including Softaly) increased by 8.4% to €132.4 million, with the number of seats sold decreasing by 7.9% to 691,890. See “Item 4. Information on the Company—Markets” for tables setting forth the Group’s net leather- and fabric-upholstered furniture sales and seats sold, which are broken down by geographic market, for the years ended December 31, 2013, 2014 and 2015. The Group, during 2015, carried on with the innovation and cost controlling program as envisaged by the Group’s Transformation Plan, despite encountering delays in the original schedule, as previously described: i. ii. iii. iv. v. vi. the re-engineering of our best-selling models into a moving-line based design, was completed by the end of 2014: starting from the end of March 2016, 80% of the Group’s products can be manufactured through moving lines; a significant reduction in the number of models and number of coverings, contributing to a reduction in the overall industrial complexity; as for innovations in industrial processes, we have developed and tested in our experimental plant located in Matera a new integrated production cycle and production planning software. Results achieved in the year 2015 are very encouraging in terms of improved efficiency, reduction of workers not directly involved in production and a new labour organization; the closure of underperforming stores (23 from January 2013 through the date of this Annual Report), with three more Directly Operated Stores planned for closure during the course of 2016 (11 Stores closed during 2015); the creation of a centralized structure to oversee certain back-office activities and to right-size our trading subsidiaries abroad so to reduce costs; a reduction in the managerial structure, particular in our headquarters. 34 In 2015 sales activity was characterized by a positive development in late spring, as a result of the overall review of our product collections and their presentations in the main world fairs (Milan, Guangzhou, High Point). From a geographical standpoint, North American market showed positive sales growth +6% and European sales increased 4.9%. A very impressive growth, +16%, was reached in Asia Pacific. In 2016 we expect the improving trend in our industrial operations that has started during the second part of 2014 and has given encouraging results in 2015. Specifically, the Group will continue to invest in product and process innovations according to “Lean Production” principles. In addition, we have nearly finished the review of our commercial organization in an effort to more effectively respond to market demands, with particular attention on fast-growing markets. The Company will also continue to further implement cost-saving measures aimed at lowering overhead costs and to develop our business relations with important customers by leveraging our capability in offering quality service and competitive products. The following table sets forth certain statement of operations data expressed as a percentage of net sales for the years indicated: Year Ended December 31, 2015 2014 2013 Net sales .................................................................................................. Cost of sales ............................................................................................ Gross profit ............................................................................................. Selling expenses...................................................................................... General and administrative expenses ...................................................... Operating margin .................................................................................... Other income (expense), net ................................................................... Income taxes ........................................................................................... Net loss ................................................................................................... 100.0% 67.7 32.3 27.3 6.6 (1.6) (1.7) 0.1 (3.4) 100.0% 72.2 27.8 27.9 7.9 (8.0) (2.3) 0.4 (10.7) 100.0% 70.7 29.3 28.2 8.3 (7.2) (7.1) 0.9 (15.2) 2015 Compared to 2014 Total net sales for 2015, including sales of leather and fabric-upholstered furniture and other sales (principally sales of polyurethane foam and leather sold to third parties as well as of accessories), increased 5.9% to €488.5 million in 2015 as compared to €461.4 million in 2014. Net sales for 2015 of leather and fabric-upholstered furniture increased 6,8% to €437.0 million, as compared to €409.1 million in 2014. The 6,8% increase was due principally to a generalized price-list increase, a positive sales mix contribution and a positive currency translation, partially offset by a decrease in terms of seats sold from 1,662,295 in 2014 to 1,543,259 in 2015. Net sales of Natuzzi branded products (which include sales of the Group’s three lines of product: Natuzzi Italia, Natuzzi Editions and Natuzzi Re-Vive) accounted for 69.7% of our total upholstery net sales in 2015 (as compared to 70,1% in 2014); net sales of the private label production accounted for 29.9% of our total upholstery net sales in 2014 (as compared to 27.3% in 2013). Net sales for 2015 of leather-upholstered furniture increased 6.9% to €403.8 million, as compared to €374.4 million in 2014, and net sales for 2015 of fabric-upholstered furniture increased 5.9% to €36.7 million, as compared to €34.7 million in 2014. According to a geographic breakdown in total upholstery net sales, in the Americas (Brazil included), 2015 net sales increased by 6.0% to €181.3 million, as compared to €171.0 million in 2014, and seats sold decreased by 14.5% to 719.959, reflecting in particular the 20.8% decrease for our medium-low segment Private label net seats sold. In EMEA, net sales of upholstered furniture in 2015 increased by 4.9% to €193.9 million, as compared to €184.8 million in 2014, due to a 2.4% decrease in Natuzzi branded offerings, and a 29.3% increase in sales of our Private Label offerings, leveraging on new key accounts. Seats sold in the region in 2015 increased by 3,8% to 668,891 units, primarily due to private label increase that more than offset Natuzzi brand decrease in seat sold. In the Asia-Pacific region, net sales of upholstered furniture increased by 16,0% to, €61.9 million as compared to €53.3 million in 2014. Seats sold decreased by 11.9% in that region to 154,409. 35 Upholstered furniture seats sold in 2015 decreased in all regions (except for Private Label in EMEA where seats sold increased 19% compared to 2014). Nonetheless, the Group realized a better product mix for each product line, even if we make a comparison at constant exchange rate and without considering the 2015 generalized price increase. According to a breakdown by brand, net sales for 2015 of the Natuzzi branded furniture increased by 6.1% over 2014 to €304.6 million, and the number of seats sold decreased by 6.6% to 851.368. Net sales of private label products in 2015 increased by 8.4% over 2014 to €132.4 million and the number of seats sold decreased by 7.9% to 691.890. In 2015, total seats sold decreased by 7.2% to 1,543,259 from 1,662,295 units sold in 2014. See “Item 4. Information on the Company—Markets” for tables setting forth the Group’s net leather- and fabric- upholstered furniture sales and seats sold, which are broken down by geographic market, for the years ended December 31, 2013, 2014 and 2015. The following provides a more detailed country-by-country examination of the changes in volumes in our principal markets, according to the Group’s main sales categories: • Natuzzi. In terms of net sales under the Natuzzi brand, the Group recorded positive results in USA +22.5% (+1.6% in terms of seats), Italy +10.0% (+7,9% in terms of seats), China +29.8% (+8% in terms of seats), Spain +7,4% (+5.0% in terms of seats), Korea +45.2% (-2.4% in terms of seats), Mexico +26,2% (+5.6% in terms of seats). Negative results were achieved in United Kingdom -1.1% (-10.2% in terms of seats), Canada -8.2% (-22.1% in terms of seats), Australia -2,9% (-18.7% in terms of seats), Belgium -3.2% (-7.7% in terms of seats), Germany -26.8% (-14.5% in terms of seats), Brazil -0.5% (-10.3% in terms of seats), France -21.0% (-24.6% in terms of seats), Switzerland -11.6% (-18.0% in terms of seats), Israel -3.2% (-7.4% in terms of seats), Japan -4.8% (-24.5% in terms of seats), Taiwan -9.9% (-38.9% in terms of seats) and Russia -36.8% (-39.6% in terms of seats). • Private Label. In terms of net sales the Group recorded positive results in USA +2.7% (-16.4% in terms of seats), United Kingdom +184.5% (+221,4% in terms of seats), Germany +12.9% (+3.1 in terms of seats), Switzerland +21.1% (+27.6% in terms of seats), Korea +€2.4 million (compared to €0.0 million in 2014), Austria +65,7% (+49.1% in terms of seats) and Israel +37.3% (+25.9% in terms of seats) . Negative results were achieved in France -23.0% (-21.7% in terms of seats), Canada -18.1% (- 29.2% in terms of seats), Brazil -25.0% (-40.0% in terms of seats) and Japan -21.8% (-35.0% in terms of seats). Other Net Sales, principally sales of polyurethane foam and leather sold to third parties, as well as of accessories and other revenues, decreased slightly by 1,5% to €51.5million, as compared to €52.3 million in 2014. Cost of Sales in 2015 decreased by 0.8% to €330.6 million (representing 67.7% of net sales), as compared to €333.2 million (or 72.2% of net sales) in 2014. In particular, consumption costs (defined as purchases plus beginning stock minus final stock and plus leather processing) decreased as a percentage of total net sales, passing from 47.2% in 2014 to 46.0% in 2015. This decrease was mainly due to lower leather prices we had in 2015 (approximately 7% price decrease at constant exchange rate compared to 2014), and to the generalized pricelist increase in sofas products. In addition, transformation costs were positively affected by the extraordinary corrective measures introduced starting from the second half of 2014 as a means to recover efficiency in our industrial plants (in particular for Italian and Chinese plants). The result of such structured action plan was a huge reduction of transformation costs from 25.0% of net sales in 2014 to 21.7% in 2015: a 13.2% improvement achieved only in one year. Gross Profit. The Group’s gross profit in 2015 amounted to €157.9 million (32.3% of net sales), as compared to €128.2 million in 2014 (27.8% of net sales) as a result of the factors described above. Selling Expenses increased in 2015 to €133.4 million (27.3% of net sales), as compared to €128.9 million in 2014 (27.9% of net sales). In 2015 the Group achieved considerable cost savings for personnel costs, marketing costs, store rent costs and other operational expenses that were offset by negative currency transactions and additional provisions for doubtful accounts and warranties. General and Administrative Expenses. In 2015, the Group’s general and administrative expenses decreased by €4.2 million to €32.1 million, from €36.3 million in 2014, and, as a percentage of net sales, from 7.9% in 2014 to 6.6% in 2015, due to cost control measures implemented in 2015. In particular, remarkable cost savings were achieved for personnel costs (€2.4 million), consultancy costs (€ 0.6 million) and travelling expenses (€0.7 million). Operating Income (Loss). As a result of the factors described above, in 2015 the Group had an operating loss of €7.6 million, compared to an operating loss of €37.0 million in 2014. In 2015, after five years, the Group achieved a positive EBITDA of €6.9 million compared to a negative 2014 EBITDA of €22.7. 36 Other Income (expenses), net. The Group registered “Other expense, net,” of €8.3 million in 2015 as compared to “Other expense, net,” of €10.6 million in 2014. “Other expense, net” of 2015 includes an accrual of €3.4 million to the one- termination benefit reserve, while no accruals were recorded in 2014. Net interest expense, included in other expense, net, in 2015 was €3.3 million, as compared to net expenses of €1.9 million in 2014. The increase of such expense, net was mainly due to additional interest expenses connected with the securitization of trade receivables as well as to minor interest income. See Note 28 to the Consolidated Financial Statements included in Item 18 of this Annual Report. The Group recorded a €1.1 million foreign-exchange net loss in 2015 (included in other income (expense), net), as compared to a net loss of €2.4 million in 2014. The foreign exchange loss in 2015 primarily reflected the following factors: • • • • a net realized gain of €0.1 million in 2015 (as compared to a net realized loss of €0.3 million in 2014) on domestic currency swaps due to the difference between the forward rates of the domestic currency swaps and the spot rates at which the domestic currency swaps were closed (the Group uses forward rate contracts to hedge its price risks against unfavorable exchange rate variations); a net realized loss of €12.3 million in 2015 (compared to a loss of €0.3 million in 2014), from the difference between invoice exchange rates and collection/payment exchange rates; a net unrealized gain of €11.2 million in 2015 (compared to an unrealized loss of €1.6 million in 2014) on accounts receivable and payable; and a net unrealized loss of €0.1 million in 2015 (compared to an unrealized loss of €0.3 million in 2014), from the mark-to- market evaluation of domestic currency swaps. The Group does not use hedge accounting and records all fair value changes of its domestic currency swaps in its statement of operations. See Note 28 to the Consolidated Financial Statements included in Item 18 of this Annual Report. The Group recorded expenses of €3.9 million during 2015 that were recorded under “Other, net,” compared to “Other, net” of -€6.3 million reported in 2014. The €3.9 million under “Other, net” mainly reflected the following factors: • €3.4 million accrual for one-time employee termination benefits; • €1.1 million mainly related to contingent liabilities. Income Taxes. In 2015, the Group had an effective tax rate of 3.6% on its losses before taxes and non-controlling interests, compared to the Group’s effective tax rate of 3.8% reported in 2014. For the Group’s Italian companies the effective tax rate (i.e., the obligation to accrue taxes despite reporting a loss before taxes) was, in part, due to the regional tax known as “IRAP” (Imposta Regionale sulle Attività Produttive; see Note 18 to the Consolidated Financial Statements included in Item 18 of this Annual Report). This regional tax is generally levied on the gross profits determined as the difference between gross revenue (excluding interest and dividend income) and direct production costs (excluding interest expenses and other financial costs). As a consequence, even if an Italian company reports a pre-tax loss, it could still be subject to this regional tax. In 2015, some Italian companies within the Group reported losses but had to pay IRAP. As in 2015, because most of the Italian and foreign subsidiaries realized significant pre-tax losses and were in a cumulative loss position, management did not consider it reasonably certain that the deferred tax assets of those companies would be realized in the scheduled reversal periods (see Note 18 to the Consolidated Financial Statements included in Item 18 of this Annual Report). Net Loss. Reflecting the factors above, the Group reported a net loss of €16.5 million in 2015, as compared to a net loss of €49.4 million in 2014. On a per-Ordinary Share, or per-ADS basis, the Group had net losses of €0.3 in 2015, as compared to net losses of €0.9 in 2014. As disclosed in Note 31 to the Consolidated Financial Statements included in Item 18 of this Annual Report, established accounting principles in Italy vary in certain significant respects from generally accepted accounting principles in the United States. Under U.S. GAAP, the Group would have had net losses of €18.9 million and €46.0 million in 2015 and 2014, respectively, compared to net losses of €16.5 million and €49.4 million in 2015 and 2014, respectively under Italian GAAP. 37 2014 Compared to 2013 Total net sales for 2014, including sales of leather and fabric-upholstered furniture and other sales (principally sales of polyurethane foam and leather sold to third parties as well as of accessories), increased 2.7% to €461.4 million, as compared to €449.1 million in 2013. Net sales for 2014 of leather and fabric-upholstered furniture increased 1.6% to €409.1 million, as compared to €402.8 million in 2013. The 1.6% increase was due principally to a generalized price-list increase in the second part of the year, a positive sales mix contribution, both more than offsetting a negative currency translation effect and a reduction in seats sold (from 1,686,347 in 2013 to 1,662,295 in 2014). Net sales of Natuzzi branded products (which include sales of the Group’s two lines of product: Natuzzi Italia, and Natuzzi Editions) accounted for 70.1% of our total upholstery net sales in 2014 (as compared to 72.7% in 2013); net sales of the private label production accounted for 29.9% of our total upholstery net sales in 2014 (as compared to 27.3% in 2013). These trends reflect a shift, year-over-year, toward the lower end of our market segment of products. Net sales for 2014 of leather-upholstered furniture decreased 2.0% to €374.4 million, as compared to €382.2 million in 2013, and net sales for 2014 of fabric-upholstered furniture increased 68.3% to €34.7 million, as compared to €20.6 million in 2013, reflecting a change in consumer preferences for lower-priced products and those with fabric (as opposed to leather) upholstery. We anticipate expanding the range of fabric-upholstered offerings, which were not over the past few years an area of strategic focus, under the Business Plan to reflect these trends. According to a geographic breakdown in total upholstery net sales, in the Americas (Brazil included), 2014 net sales increased by 5.2% to €171.0 million, as compared to €162.5 million in 2013, and seats sold increased by 4.1% to 842,263, reflecting in particular the 21.1% increase for our medium-low segment Private label sales, that more than offset the 4.4% decrease in the Natuzzi branded products sales for that region. In EMEA, net sales of upholstered furniture in 2014 decreased by 2.6% to €184.8 million, as compared to €189.7 million in 2013, due to a 2.3% decrease in Natuzzi branded offerings, and a 3.7% decrease in sales of our Private Label offerings. Seats sold in the region in 2014 decreased by 8.3% to 644,681 units. In the Asia-Pacific region, net sales of upholstered furniture increased by 5.3% to €53.3 million, as compared to €50.6 million in 2013. Seats sold increased by 1.0% in that region to 175,351. This growth was mainly attributable to the Group’s expansion in the Chinese market, where we opened 36 new Natuzzi Editions stores, 10 new Natuzzi Italia stores and three Natuzzi Re- vive mono-brand stores during 2014. According to a breakdown by brand, net sales for 2014 of the Natuzzi branded furniture decreased by 2.0% over 2013 to €287.0 million, and the number of seats sold decreased by 8.8% to 911,080. Net sales of private label products in 2014 increased by 11.1% over 2013 to €122.2 million and the number of seats sold increased by 9.4% to 751,215. In 2014, total seats sold decreased by 1.4% to 1,662,295 from 1,686,347 units sold in 2013. See “Item 4. Information on the Company—Markets” for tables setting forth the Group’s net leather- and fabric- upholstered furniture sales and seats sold, which are broken down by geographic market, for the years ended December 31, 2012, 2013 and 2014. The following provides a more detailed country-by-country examination of the changes in volumes in our principal markets, according to the Group’s main sales categories: • Natuzzi. In terms of seats sold under the Natuzzi brand, the Group recorded positive results in Italy (+5.8%), China (+30.6%), Spain (+10.2%), Israel (+15.2%), Ireland (+12.3%), United Arab Emirates (+6.2%); Switzerland (+9.4%), Lebanon (+23.3%), Singapore (+54.8%). Negative results were reported in the United States (-5.9%), Canada (-14.8%), United Kingdom (- 4.7%), Germany (-17.3%), Australia (-15.1%), South Korea (-1.0%), Belgium (-14.2%), Japan (-23.5%), France (-45.4%), Brazil (- 11.4%), Russia (-26.3%), Mexico (-30.6%), Taiwan (-6.8%). • Private label production. In 2014 the Group reported positive results in the United States (+20.2%), Canada (+29.7%), United Kingdom (+47.0%), Brazil (+29.6%), Japan (+174.4%), Italy (+53.1%), Israel (+25.3%), Finland (+24.9%), Russia (+90.1%), Mexico (+141.6%), Romania (+49.7%). Negative results we reported in France (-4.6%), Germany (-29.2%), Switzerland (-43.4%), Belgium (-6.0%), China (-27.9%), Austria (-6.1%), Sweden (-32.8%), United Arab Emirates (-3.2%), Spain (-49.5%), The Netherlands (-34.3%). 38 Other Net Sales, principally sales of polyurethane foam and leather sold to third parties, as well as of accessories and other revenues, increased by 13.0% to €52.3 million, as compared to €46.3 million in 2013. The 13.0% increase was mainly due to revenues from sales of raw materials, VAT incentives in Brazil, and other minor revenues. Cost of Sales in 2014 increased by 5.0% to €333.2 million (representing 72.2% of net sales), as compared to €317.3 million (or 70.7% of net sales) in 2013. In particular, consumption costs (defined as purchases plus beginning stock minus final stock and plus leather processing) increased as a percentage of total net sales, passing from 46.4% in 2013 to 47.2% in 2014. This increase was mainly due to higher leather prices we suffered in 2014 (approximately 11% price increase compared to 2013) partially offset by the generalized pricelist increase in sofas products achieved in the second part of 2014, and by the positive impact of efficiency measures that have been introduced in 2014, including better management of outsourced materials and components. In addition cost of sales was negatively affected by higher transformation costs because of the following events that occurred in 2014: • • radical production changes to our manufacturing process in our Chinese plant resulted in inefficiencies during the first part of 2014. As a consequence, we were obliged to adopt one-off extraordinary measures that were necessary in order to meet agreed-upon delivery times and not compromise our customer service; low productivity in our Italian plants, due to the staffing of workers on a rotational basis as required by the 2013 Italian Reorganization Agreement. Gross Profit. The Group’s gross profit in 2014 amounted to €128.2 million (27.8% of net sales), as compared to €131.8 million in 2013 (29.3% of net sales) as a result of the factors described above. Selling Expenses increased in 2014 to €128.9 million (27.9% of net sales), as compared to €126.6 million in 2013 (28.2% of net sales). The increase was mainly due to higher advertising costs and wages costs partially offset by saving from the closure of 10 DOS in 2014 (in addition to one store having been closed in September 2013). General and Administrative Expenses. In 2014, the Group’s general and administrative expenses decreased by €1.2 million to €36.3 million, from €37.5 million in 2013, and, as a percentage of net sales, from 8.4% in 2013 to 7.9% in 2014, due to cost control measures implemented in 2014. Operating Income (Loss). As a result of the factors described above, in 2014 the Group had an operating loss of €37.0 million, compared to an operating loss of €32.3 million in 2013. Other Income (expenses), net. The Group registered “Other expense, net,” of €10.6 million in 2014 as compared to “Other expense, net,” of €31.9 million in 2013. The change against 2013 is primarily due to the accrual for a one-time termination benefit posted in 2013 of €19.9 million. Net interest expense, included in other expense, net, in 2014 was €1.9 million, as compared to net expenses of €0.5 million in 2013. See Note 28 to the Consolidated Financial Statements included in Item 18 of this Annual Report. The Group recorded a €2.4 million foreign-exchange net loss in 2014 (included in other income (expense), net), as compared to a net loss of €2.9 million in 2013. The foreign exchange loss in 2014 primarily reflected the following factors: • • • • a net realized loss of €0.3 million in 2014 (as compared to a net realized gain of €2.1 million in 2013) on domestic currency swaps due to the difference between the forward rates of the domestic currency swaps and the spot rates at which the domestic currency swaps were closed (the Group uses forward rate contracts to hedge its price risks against unfavorable exchange rate variations); a net realized loss of €0.3 million in 2014 (compared to a loss of €2.6 million in 2013), from the difference between invoice exchange rates and collection/payment exchange rates; a net unrealized loss of €1.5 million in 2014 (compared to an unrealized loss of €2.9 million in 2013) on accounts receivable and payable; and a net unrealized loss of €0.3 million in 2014 (compared to an unrealized gain of €0.5 million in 2013), from the mark-to- market evaluation of domestic currency swaps. The Group does not use hedge accounting and records all fair value changes of its domestic currency swaps in its statement of operations. See Note 28 to the Consolidated Financial Statements included in Item 18 of this Annual Report. 39 The Group recorded expenses of €6.3 million during 2014 that were recorded under “Other, net,” compared to “Other, net” of €28.5 million reported in 2013. The €6.3 million under “Other, net” mainly reflected the following factors: • €2.6 million related to the impairment of long-lived assets and non-current investments; • €0.9 million accrual for one-time employee termination benefits granted to laid off employees of certain subsidiaries, for which no provision had been posted in previous years; €2.8 million mainly related to contingent liabilities with our customers and the disposal of assets. • As previously described, the caption included in 2013 the accrual for one-time termination benefit of €19.9 million. Income Taxes. In 2014, the Group had an effective tax rate of 3.8% on its losses before taxes and non-controlling interests, compared to the Group’s effective tax rate of 6.4% reported in 2013. For the Group’s Italian companies the effective tax rate (i.e., the obligation to accrue taxes despite reporting a loss before taxes) was, in part, due to the regional tax known as “IRAP” (Imposta Regionale sulle Attività Produttive; see Note 18 to the Consolidated Financial Statements included in Item 18 of this Annual Report). This regional tax is generally levied on the gross profits determined as the difference between gross revenue (excluding interest and dividend income) and direct production costs (excluding labor costs, interest expenses and other financial costs). As a consequence, even if an Italian company reports a pre-tax loss, it could still be subject to this regional tax. In 2014, some Italian companies within the Group reported losses but had to pay IRAP. As in 2014, because most of the Italian and foreign subsidiaries realized significant pre-tax losses and were in a cumulative loss position, management did not consider it reasonably certain that the deferred tax assets of those companies would be realized in the scheduled reversal periods (see Note 18 to the Consolidated Financial Statements included in Item 18 of this Annual Report). Net Loss. Reflecting the factors above, the Group reported a net loss of €49.4 million in 2014, as compared to a net loss of €68.6 million in 2013. On a per-Ordinary Share, or per-ADS basis, the Group had net losses of €0.9 in 2014, as compared to net losses of €1.25 in 2013. As disclosed in Note 31 to the Consolidated Financial Statements included in Item 18 of this Annual Report, established accounting principles in Italy vary in certain significant respects from generally accepted accounting principles in the United States. Under U.S. GAAP, the Group would have had net losses of €46.0 million and €62.0 million in 2014 and 2013, respectively, compared to net losses of €49.4 million and €68.6 million in 2014 and 2013, respectively under Italian GAAP. Liquidity and Capital Resources In the ordinary course of business, our principal uses of funds are for the payment of operating expenses, working capital requirements, capital expenditures. The Group’s principal source of liquidity has historically been its existing cash and cash equivalents and cash flow from operations, supplemented to the extent needed to meet the Group’s short term cash requirements by accessing the Group’s existing lines of credit. During 2014, the Group experienced some operating difficulties in the implementation of the Group Business Plan. The Business Plan foresees, in its main guidelines, product innovation initiatives, with the introduction of the “moving line” production system in Group plants and subsequent re-engineering of existing models, and a sharp decrease in fixed and production costs. See “Item 3. Key Information—Risk Factors—The Group has a recent history of losses; the Group’s future profitability, financial condition and ability to maintain adequate levels of liquidity depend to a large extent on its ability to overcome macroeconomic and operational challenges,” “Item 3. Key Information—Risk Factors—The Group’s ability to generate the significant amount of cash needed to service our debt obligations and comply with our other financial obligations and our ability to refinance all or a portion of our indebtedness or obtain additional financing depends on multiple factors, many of which may be beyond our control”. In 2015, as a result of corrective measures introduced in the second half of 2014, the Group achieved positive results in terms of production efficiency (in particular in the Italian and Chinese plants) and in terms of control and reduction of fixed costs and rationalization of the DOS network. As a consequence EBIT improved from -€37.0 million in 2014 to -€7.6 million in 2015. On the basis of the actions described above, during the second part of 2015, Natuzzi management prepared the 2016 budget, which was approved by the Board of Directors on November 27, 2015. The budget foresees a further improvement in the Group’s results, reaching positive operating results by the end of 2016. These results will be achieved mainly because of the positive contribution resulting from measures to improve efficiency, which were implemented during the last year. 40 During 2015 as a consequence of the gradual improvements in different areas experienced in 2015 (such as those generated by corrective measures to recover efficiency in our industrial plants, Italian and Chinese plants in particular, the rationalization of DOS and the costs savings realized for personnel costs and other general structure expenses ), the Group was able to obtain new credit lines to support its cash needs. In particular, the Company was granted a long-term loan by Euro 5 million, and a bank overdraft by Euro 2.5 million, while the Romanian subsidiary obtained a bank facility in the amount of Euro 10 million, currently used by Euro 7 million. In addition, the existing short-term credit lines were renewed and a non-recourse trade receivable securitization agreement was signed in July 2015 with a top standing Italian financial institution, for the sale of a maximum amount of Euro 35 million performing receivables, on a revolving basis. Therefore, management believes that the Group has sufficient source of liquidity to fund working capital needs, capital expenditures and other contractual obligations for the next 12 months. See “Item 5. Operating and Financial Review and Prospects.” As of December 31, 2015, the Group had cash and cash equivalents on hand of €52.5 million, and lines of credit for cash disbursements totalling €97.2 million (€46.9 million as of December 31, 2014). Existing credit lines of 2015 are as follows: a) unsecured credit line for €42.2 million; b) secured credit line €20.0 million, both (a) and (b) are secured by real estate mortgage; and c) securitization of trade receivables of €35.0 million. The Group uses these lines of credit to manage its operational needs. The unused portions of lines of credit were approximately €29.1 million (see Note 15 to the Consolidated Financial Statements included in Item 18 of this Annual Report) as of December 31, 2015. With the exception of a €5.0 million secured credit line, which is to be used only for capital expenditures for plants located in Puglia and Basilicata regions, the majority of these credit lines are under credit facilities are not subject to any restrictions. Bank overdrafts are repayable either on demand or on a short-term basis. In January 2016 the Company obtained an additional short-term credit line of €2.8 million and renewed a €6.0 million credit line. These lines of credit may be terminated by the banks at any time. See “Item 3 – Key Information – Risk Factors.” The Group’s borrowing needs generally are not subject to significant seasonal fluctuations. Although we had €52.5 million in cash and cash equivalents on hand at December 31, 2015, €29.3 million of this amount are located in our Chinese subsidiaries of which €14.8 million could not be available in timely terms. To the extent management intends to move the cash from China by a dividend distribution, a withholding tax of 10% and the income taxes in Italy (equal to 27.5% of 5% of the dividends distributed) would have to be paid. Tax liabilities that would result from repatriation of cash from China have been recorded in the financial statements. Management believes that the Group has sufficient sources of liquidity to fund working capital needs, capital expenditures and other contractual obligations for the next 12 months. If necessary, certain changes to the Group’s plans to raise liquidity could be met in the near term through: • • an extension of the existing trade receivables securitization agreement from €35.0 million to €50.0 million, which we expect to finalize in the coming months; additional long-term loans; Additional long-term loans may derive from the Developing Contract, which consists of an incentive program for upholstery furniture divisions aimed at recovering competiveness of Italian companies. Pursuant to this agreement, in the next three years the company will invest €49.7 million (of which €27.6 million is for upgrading Italian facilities and €22.1 is for research and development expenses). MISE, Puglia and Basilicata Regions will contribute an amount up to €37.3 million (of which up to €14.0 million is a government grant and up to €23.3 million is a subsidized loan). In 2016 the Company plans to invest approximately €12 million in this program and expects to receive an amount of up to €5.0 million from the government as support for this program. In light of the downturn of the global economy and the continuing uncertainty about these conditions in the foreseeable future, we are focused on effective cash management, controlling costs, and preserving cash in order to continue to make necessary capital expenditures. Cash Flows —The Group’s cash and cash equivalents were €52.5 million as of December 31, 2015 as compared to €32.8 million as of December 31, 2014. The most significant changes in the Group’s cash flows between 2015 and 2014 are described below. Net Cash provided by operating activities was €8.6 million in 2015 (of which -€4.5 million was related to the lay-off of 78 Italian workers), as compared to net cash used in operations of -€37.2 million in 2014 (of which -€13.5 million was related to the lay- off of 429 Italian workers). Excluding the cash out for lay-off in both years, net Cash provided by operating activities in 2015 was €13.1 million as compared to net cash used by operating activities of €23.7 million in 2014. 41 During 2015 the Group drastically reduced net working capital as a result of: a) €34.0 million as positive contribution from the securitization of trade receivables and improvement of other trade receivables (not involved in the securitization process); and b) €11.1 million as positive contribution deriving from the decreased inventory level. These positive effects were partially offset by the decrease in payables (€15.8 million) and the increase in other receivables (€4.6 million) for advance payment on behalf of Italian National Institute for Social Security (“INPS”) of wages of those workers involved in the Solidarity Agreement. Such receivable will be offset in 2016 against the payment of taxes and social contributions. Net cash by investment activities in 2015 was €1.7 million compared to net cash provided by investment activities of €5.8 million in 2014. In 2015 cash used for investment was €3.5 million (compared to €6.6 million in 2014) and cash provided by disposal of assets was €3.6 million (due to the amount collected by the Brazilian subsidiary as prepayment on the sale of the facility located in Pojuca – the property will be formally transferred in the coming months of 2016) as compared to €6.8 million (due mainly to the sale of our aircraft) occurred in 2014. No capital grants were collected in 2015, while in 2014 the Group realized a cash-in of €5.2 million as capital grants connected with the project “Natuzzi 2000” and other incentive programs. (Please see Item 4 –Incentive Programs and Tax benefits). In 2015, capital expenditures were primarily made to make improvements at the Italian existing facilities, in connection with the implementation of the moving line production process. Cash provided by financing activities in 2015 totalled +€8.0 million, as compared to -€2.5 million of cash used by financing activities in 2014; this change is mainly due to the increase in long-term loan (+€13.0 million) partially offset by a lower level of short term borrowings used in 2015. As of December 31, 2015, the Group’s long-term contractual cash obligations amounted to €113.2 million, of which €35.9 million comes due in 2016. See “Item 5. Operating and Financial Review and Prospects — Contractual Obligations and Commitments.” The Group’s long-term debt represented 12.0% of shareholders’ equity as of December 31, 2015 (5.3% as of December 31, 2014) (see Note 20 to the Consolidated Financial Statements included in Item 18 of this Annual Report). As of December 31, 2015 and 2014 covenants existing on long-term loans were respected. The Group’s principal uses of funds are expected to be the payment of operating expenses, working capital requirements, capital expenditures and restructuring of operations. See “Item 4. Products” for further description of our research and development activities. See “Item 4. Incentive Programs and Tax Benefits” for further description of certain government programs and policies related to our operations. See “Item 4. Capital expenditure” for further description of our capital expenditures. Contractual Obligations and Commitments The Group’s current policy is to fund its cash needs, accessing its cash on hand and existing lines of credit, consisting of short-term credit facilities and bank overdrafts, to cover any short-term shortfall. The Group’s policy is to procure financing and access credit at the Company level, with the liquidity of Group companies managed through a cash-pooling zero-balancing arrangement with a centralized bank account at the Company level and sub-accounts for each subsidiary. Under this arrangement, cash is transferred to subsidiaries as needed on a daily basis to cover the subsidiaries’ cash requirements, but any positive cash balance at subsidiaries must be transferred back to the top account at the end of each day, thus centralizing coordination of the Group’s overall liquidity and optimizing the interest earned on cash held by the Group. As of December 31, 2015, the Group’s long-term debt consisted of €19.0 million (including €3.4 million of the current portion of such debt) outstanding under subsidized loans granted by the Italian government (see “Item 4. Incentive Programs and Tax Benefits”) and its short-term debt consisted of €19.0 million outstanding under its existing lines of credit, comprised entirely of bank overdrafts. The Group maintains cash and cash equivalents in the currencies in which it conducts its operations, principally Chinese Yuan, U.S. dollars, euro, New Romanian Leu, British pounds and Canadian dollars. 42 The following table sets forth the material contractual obligations and commercial commitments of the Group as of December 31, 2015: Contractual Obligations Long-term debt .......................................................................................................................................................................................................... Bank overdrafts .......................................................................................................................................................................................................... Total Debt(1) ................................................................................................................................................................................................................ Interest due on Total Debt (2) ...................................................................................................................................................................................... Operating Leases (3) .................................................................................................................................................................................................... 2,976 22,378 12,156 1,097 326 977 12,430 24,408 23,776 3,397 12,156 — 18,981 38,010 1,669 73,572 500 55 12,958 19,029 18,981 2,976 — 500 — After 5 years 2-3 years 4-5 years Payments Due by Period (thousands of euro) Total Less than 1 year Total Contractual Cash Obligations ........................................................................................................................................................................... 35,905 37,541 27,078 113,251 13,513 (1) Please see Note 20 to the Consolidated Financial Statements included in Item 18 of this Annual Report for more information on the Group’s long-term debt. See Notes 15 and 20 of the Consolidated Financial Statements included in Item 18 of this Annual Report on Form 20-F. Interest due on Total debt has been estimated using rates contractually agreed with lenders. (2) (3) The leases relate to the leasing of manufacturing facilities and stores by several of the Group’s companies. Under Italian law, the Company and its Italian subsidiaries are required to pay a termination indemnity to their employees when these cease their employment with the Company or the relevant subsidiary. Likewise, the Company and its Italian subsidiaries are required to pay an indemnity to their sales agents upon termination of the sales agent’s agreement. As of December 31, 2015, the Group had accrued an aggregate employee termination indemnity of €20.5 million. In addition, as of December 31, 2015, the Company had accrued an aggregate sales agent termination indemnity of €1.2 million and a one-time termination indemnity benefit of €10.2 million. The one-time termination benefit includes the amount to be paid on the separation date to certain workers to be terminated on an voluntary basis. See Notes 3(o) and 21 of the Consolidated Financial Statements included in Item 18 of this Annual Report. These amounts are not reflected in the table above. It is not possible to determine when the amounts that have been accrued will become payable. In September 2011, the Company renewed its agreement with the trade unions and the Ministry of Labor and Social Policy that permitted it to participate in a temporary workforce reduction program and to benefit from the “Cassa Integrazione Guadagni Straordinaria,” or CIGS, for a period of 24 months beginning on October 16, 2011. Pursuant to the CIGS, government funds pay a substantial majority of the salaries of redundant workers who are subject to layoffs or reduced work schedules. For the 2011-2013 period, an average of 1,273 employees from the Group’s headquarters and production facilities were covered by the program, which contemplated a surplus of 1,060 employees at the end of the period on October 15, 2013. On October 10, 2013, shortly before the expiration of the 2011 agreement, the Company entered into the 2013 Italian Reorganization Agreement with local institutions, Italian trade unions, the Ministries of Economic Development and of Labor and Social Policy and the regions of Puglia and Basilicata governing the reorganization plan for the Group’s Italian operations. The plan contemplated by the 2013 Italian Reorganization Agreement anticipated future layoffs of 1,506 employees (instead of the 1,060 contemplated by the agreement signed in 2011). Due to the complexity of the measures envisioned by the plan and in order to better manage workforce reductions, the Company and the trade unions obtained a one-year extension of the Company’s participation in the CIGS through October 15, 2014. The Company anticipated making incentive payments to induce the voluntary resignation of up to 600 employees at the conclusion of the period covered by the CIGS program. As a result, in 2013, the Company increased the one- time termination benefits reserve with an accrual of €19.9 million, which was recorded as a non-operating expense, under the line “Other Income/(Expense), Net”. During 2014, the Company granted incentive payments to 429 workers, for an amount of €13.5 million, further to the individual agreements reached during the year. Also, the Company obtained a further one-year extension of its participation in the CIGs program (expiring on October 16, 2015) for 1,550 workers. In the meantime, negotiations started with social parties to obtain a solidarity agreement aimed to avoid layoffs by reducing the number of daily work hours for all employees, and reduce the labor and social contribution costs. The 2015 Italian Reorganization Agreement was finally signed on March 3, 2015 and refers to a total of 1,818 workers. During 2015, the Company granted incentive payments to 78 workers, for a total amount of €4.5 million. In addition, 100 workers, who were originally employed at the Ginosa plant, were re-employed at the Jesce, Matera, and Laterza plants. As for the remaining redundancy, on July 28, 0215, a new incentive payment program was launched, with an ultimate deadline of June 30, 2016. As of December 31, 2015, 65 workers participated in the new incentive payment program. As a result of these programs, the estimated remaining redundancy is 359 workers. Based on this new estimate of the number of redundancies, an accrual of €3.4 million was posted in 2015 to the one-termination benefit reserve. Therefore, the remaining provision of €10.2 million at 2015 year-end has been deemed as sufficient to cover the cost of future layoffs. 43 Please See Notes 3(o) and 21 of the Consolidated Financial Statements included in Item 18 of this Annual Report. The Group is also involved in a number of claims (including tax claims) and legal actions arising in the ordinary course of business. As of December 31, 2015, the Group had accrued provisions relating to these contingent liabilities in the amount of €6.6 million. See “Item 8. Financial Information—Legal and Governmental Proceedings” and Notes 21 and 28 to the Consolidated Financial Statements included in Item 18 of this Annual Report. Trend information Recent figures indicate that the moderate recovery in Italy is the slowest among the major European Union countries. According to European Statistics Office, the country continues to struggle and youth unemployment remains at very high levels. Italy has not managed to claw back the ground lost during the crisis and get its industry and employment market on par with other European countries. In particular, youth unemployment numbers struggle: the low reached during the crisis has recovered only 0.9 percentage points, compared to 2.7% in Germany, 4.2% in Great Britain and 1.9% in Spain. Confidence levels, however, are buoyant. Industrial production continues to limp along: according to the Ministry for Economic Development’s “Economic dashboard” figures, Italian industrial production is still more than 31% lower than pre-crisis maximum levels and has recovered only 3% on the lows reached during the recession. France has recovered 8%, Germany 27.8%, Great Britain 5.4% and Spain 7.5%. The comparison is even starker when considering the construction sector: in October 2015 Italy hit a new low since the beginning of the economic crisis. According to Eurostat, all of the major European countries have rebounded from their respective lows, from the 3.4% of France to the 32.9% of Spain. On the other hand, Italy outperforms nearly all European partners in terms of consumer confidence levels, although the jobs market lags behind their European counterparts. In the third quarter, the unemployment rate decreased to 11.5% - in comparison to 4.5% in Germany and 5.2% in the United Kingdom. Spain however still reports a very high unemployment rate of 21.6%, although Madrid has recovered 4.7% from the worst level of the crisis compared to Rome’s 1.6%. The French case differs: the unemployment rate is lower than Italy at 10.8%, but it is at its worst level in the last 18 years. The unemployed estimate for November decreased 1.6% (-48 thousand); the reduction concerns both men and women and persons under 50 years old. The unemployment rate, in contraction since July, decreased again last month by 0.2 percentage points to 11.3%. Italy has the lowest youth employment rate: for those between 15 and 24 it is 15.1%, compared to 28% for France, 43.8% for Germany, 48.8% for the United Kingdom and 17.7% for Spain. The recovery on the lowest point of the crisis is 0.9 points, compared to 1.9% in Spain, 2.7% in Germany and 4.2% in Great Britain. The Ministry for Economic Development states, “...the figures show that Italy is on the road to recovery...a series of positive indicators have emerged, particularly with regard to household and business confidence, consumption levels and employment. Industrial production continues to expand, as does the use of production capacity”. In Europe, economic expansion strengthened from the further drop in the price of oil and the latest weakening of the Euro. This is counter-balanced however by general global uncertainty stemming from terrorist attacks and the military escalation in Syria on the one hand, and the threat of deflation still present in many countries on the other. The weak global economy has impacted Italian exports and production expansion, which had returned at the beginning of the year, with more contained growth expected in the fourth quarter of 2015 (+0.2%). In this environment, industrial production in October performed ahead of expectations (+0.5% on the previous month and +2.9% year-on-year) due to increased activity across the main industrial categories (consumer, intermediaries and capital goods). According to the Prometeia estimates, Italian industry in 2015 returned average revenue growth of 1.4%, supported by fresh domestic demand, in particular for durable goods. The automotive sector alone will contribute approximately two- thirds. The driving force of this sector is confirmed also by increased vehicle manufacturing and new car registrations (+15.4% in the first 11 months of 2015). Consumer confidence levels also continue to consolidate, rising in November to 118.4 (from 117.0), thanks also to an improved employment outlook. The strong numbers support consumption, which in December was expected to increase after seven years of crisis, driven also by online sales (+16% on the preceding year). Private consumption—and gradually also investments—are contributing to improved domestic demand, supported also by government measures, as demonstrated by machine tool order numbers. The national consumer price index in November grew 0.1% (year-on-year) following an increase in food and service prices and a further reduction in energy prices (-6.8%). Inflation, net of energy goods, was 0.8%. In December 2015, according to preliminary estimates, the national consumer price index was flat on the previous month and increased 0.1% on December 2014 (same as November). 2015 average inflation slowed for the third consecutive year—to 0.1% from 0.2% in 2014. 44 Stable inflation to December 2015 was due to countering trends: on the one hand a rise in the price of recreational, cultural and personal care services (+0.9%, from +0.6% in November) and a reduced drop in energy prices (-8.8%, from -11.2% in November); in addition, we consider the reversal in transport service prices (-1.7%, from +0.6% in November) and the slowed increase in non-processed food prices (+2.2%, from +3.2%). The average public debt to GDP ratio over the first three quarters of 2015 was 2.9%, improving 0.4% in the same period of the previous year. The tax burden in the third quarter was 41.4%, slightly increasing (+0.1% on the same period of the previous year). The average tax burden over the first three months was 41.2%, stable on the same period of 2014. The November 2015 figures show an increase in tax inflows of 9.2% on the previous year. In the third quarter of 2015, household disposable income at current values increased 1.3% on the preceding quarter and 1.5% on the corresponding period of 2014. Household purchasing power, which takes into account also consumer price movements, in the third quarter of 2015 increased 1.4% on the preceding quarter and 1.3% on the third quarter of 2014. In the first three quarters of 2015, purchasing power grew 0.9% compared to the same period of 2014. Household spending on end-goods in current values increased 0.4% on the preceding quarter and 1.2% on the corresponding period of 2014. In the third quarter of 2015, the household propensity to save was 9.5%, up 0.9% on the preceding quarter and 0.3% on the corresponding quarter of 2014. The household investment rate in the third quarter of 2015 was 6%, reducing 0.1% both on the preceding quarter and on the third quarter of 2014. For the first time, after four years, house prices rose (+0.2%). The increase was driven by the rise in the price of new homes (+1.4%); for existing homes however a very slight reduction was seen (-0.1%). The increase on the preceding period and the confirmation of the easing of the year-on-year reductions in house prices is reflected in the recovery of the residential property market in terms of sales numbers (+10.8% on an annual basis in the third quarter of 2015 according to the Property Market Research Center of the Tax Agency). The differential between the year-on-year movement in the price of existing homes and those of new homes of 2.4% began to extend after reaching a minimum in the second quarter of 1.7%. On average, in the first three quarters of 2015, house prices decreased 2.9% on the same period of the previous year, with a reduction of 1.4% for new homes and of 3.5% for existing homes. In October 2015 exports reported a slight monthly reduction (-0.4%) due to poor sales on non-EU markets (-1.7%), against flat imports. In the first ten months of the year exports increased on the previous year (+3.5% in value terms and +1.6% in volume terms) and the trade surplus was close to 35 billion (63.3 billion net of energy). The recovery in the jobs market in recent months came to an end in October with the number of employed persons reducing 0.2%. On average for the August-October quarter, all jobs market indicators highlight however an improvement: the number of employed rose (+0.1%, +32 thousand units). With regard to the private sector, according to INPS figures, long-term contracts signed during the first ten months of 2015 increased 29.8%. 55% of hires and transfers (data available to September) benefitted from the three-year contribution exemption introduced by the 2015 Stability Law. In this general picture of Italian economic recovery, credit conditions since the beginning of the year have appeared more favorable: to October household loans increased (+0.6%) and the total amount of defaults, although still at high levels, for the first time showed signs of containment (from 200.4 billion in September to 199). The Central Guarantee Fund contributes to mitigating the effects of the prolonged credit crunch: from the setting up of the Fund (2002) to November 30, 2015, 503,000 operations have taken place for guarantees totaling Euro 45.9 billion, with loans of Euro 78.9 billion. Global expectations have been impacted by uncertainties in China: in the major advanced economies economic expansion continues, although the slowdown in the Chinese economy has impacted raw material prices and emerging economy activity. The fall back in China from high levels of investment and debt exposes the country to fragility and is a risk for the global economy. The uncertain global economic outlook influenced the decision of the Federal Reserve not to increase benchmark rates in September. 45 In the Eurozone, the most recent figures confirm the continuation of the recovery in the summer. The global slowdown has so far had contained effects on the zone, but into the future constitutes a risk for growth and inflation. This latter returned in September to slightly negative numbers (-0.1% on the twelve months), also following the drop in the price of oil. The expansionary measures adopted by the Executive Board of the ECB have supported economic activity and the credit recovery. The ECB will make recourse to all tools available, including the option to change the size, composition and duration of the public and private bond purchase program, where considered necessary to offset threats to growth and ensure the return of inflation to values which ensure stable prices. The fraud perpetuated by the German car manufacturer Volkswagen impacted the stock markets and confidence in Germany, giving rise to a new element of uncertainty for the European economies. The possible repercussions are still difficult to quantify; such will depend on the extent of the effects on the auto sector overall (which so far has played a crucial role in the recovery), on German industry and on knock-on effects in other countries, in addition to those on investor and consumer expectations. Finally, the economic environment presents contrasting indications: signs of recovery are certainly there, although supported by external factors such as weak exchange rates and low oil prices which are subject to change. The slowdown of China and the emerging economies and the geo-political situation (in the Middle East, among others) require prudent expectations, forecasts and investment decisions. Off-Balance Sheet Arrangements As of December 31, 2015, neither Natuzzi S.p.A. nor any of its subsidiaries was a party to any off-balance sheet arrangements. Related Party Transactions Please see “Item 7. Major Shareholders and Related Party Transactions” of this Annual Report. New Accounting Standards under Italian and U.S. GAAP Process of Transition to International Accounting Standards — Following the entry into force of European Regulation No. 1606 of July 2002, EU companies whose securities are traded on regulated markets in the EU have been required, since 2005, to adopt International Financial Reporting Standards (“IFRS”), formerly known as IAS, in the preparation of their consolidated financial statements. Given that the Company’s securities are only traded on the NYSE, the Company is not subject to this requirement and continues to report its financial results in accordance with Italian GAAP and to provide the required reconciliation of certain items to U.S. GAAP in the Company’s Annual Reports on Form 20-F. Italian GAAP — During 2014, the Italian Accounting Profession completed the review and update of the Italian accounting principles, started in 2010. The new set of accounting principles is effective for financial statements closed as of December 31, 2014. The impact resulting from the adoption of the new standards, where applicable, have been disclosed in the notes to the consolidated financial statements. There are no additional recently issued accounting standards under Italian GAAP that have not been adopted by the Group. U.S. GAAP — Recently issued but not yet adopted U.S. accounting pronouncements relevant for the Company are outlined below: In August 2014, the FASB issued ASU No. 2014-15: Presentation of Financial Statements-Going Concern (Subtopic 205- 40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The new standard provides guidance around management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Group’s financial statements. In May 2014, the FASB issued ASU No. 2014-09, Revenue from contract with customers. The main objective in developing this update is to provide guidance and conformity with respect to the fact that previous revenue recognition requirements in U.S. generally accepted accounting principles (GAAP) differ from those in International Financial Reporting Standards (IFRS), and both sets of requirements were in need of improvement. Previous revenue recognition guidance in U.S. GAAP comprised broad revenue recognition concepts together with numerous revenue requirements for particular industries or transactions, which sometimes resulted in different accounting for economically similar transactions. Accordingly, the FASB and the International Accounting 46 Standards Board (IASB) initiated a joint project to clarify the principles for recognizing revenue and to develop a common revenue standard for U.S. GAAP and IFRS. The core principle of the new standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In August 2015, the FASB issued Accounting Standards Update 2015-14 Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which deferred the effective date established in ASU 2014-09. The amendments in ASU 2014-09 are now effective for annual reporting periods beginning after December 15, 2017. On March 17, 2016, the FASB issued ASU 2016-08 – Revenue from contracts with customers (Topic 606). The amendments in this update clarify the implementation guidance on principal versus agent considerations. In May 2016, the FASB issued ASU 2016-12 – Revenue from contracts with customers (Topic 606). The amendments in this update clarify the guidance on assessing collectability, presentation of sales taxes, noncash consideration, and completed contracts and contract modifications at transition. The two permitted transition methods under the new standard are the full retrospective method, in which case the standard would be applied to each prior reporting period presented, or the modified retrospective method, in which case the cumulative effect of applying the standard would be recognized at the date of initial application. The Company has not yet selected a transition method. The Company is currently evaluating the appropriate transition method and the impact of adoption on the consolidated financial statements and related disclosures. On August 18, 2015, the FASB issued ASU 2015-15 – Interest – Imputation of interest (Subtopic 835-30). This Accounting Standards Update adds SEC paragraphs pursuant to the SEC Staff Announcement at the June 18, 2015 Emerging Issues Task Force (EITF) meeting about the presentation and subsequent measurement of debt issuance costs associated with line-of-credit arrangements which were announced at ASU 2015-03. The Company has chosen not to early adopt this ASU 2015-03 and will disclose that we do not anticipate that this adoption will have a significant impact on its financial position, results of operations, or cash flows. On November 20, 2015, the FASB issued ASU 2015-17 – Simplify Balance Sheet Classification of Deferred Taxes. Topic 740, Income Taxes, requires an entity to separate deferred income tax liabilities and assets into current and noncurrent amounts in a classified statement of financial position. Deferred tax liabilities and assets are classified as current or noncurrent based on the classification of the related asset or liability for financial reporting. Deferred tax liabilities and assets that are not related to an asset or liability for financial reporting are classified according to the expected reversal date of the temporary difference. To simplify the presentation of deferred income taxes, the amendments in this Update require that deferred income tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. The Company will adopt this standard in fiscal year 2016 and does not expect it to have a material impact on the Company’s financial statements. On January 5, 2016 the FASB issued ASU 2016 – 01 – Financial Instruments – Overall – Recognition and Measurement of Financial Assets and Financial Liabilities. The amendments in this Update require all equity investments to be measured at fair value with changes in the fair value recognized through net income (other than those accounted for under equity method of accounting or those that result in consolidation of the investee). The amendments in this Update also require an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument- specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. In addition, the amendments in this Update eliminate the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities and the requirement for to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet for public business entities. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company’s financial statements. On February 25, 2016 the FASB issued ASU 2016 – 02 – Leases, Topic 842. The amendments in this Update are to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted. The Company has chosen not to early adopt this standard. The adoption of this standard, although it will increase reported assets and liabilities, is not expected to have a material impact on the Company’s financial statements. 47 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES The board of directors of Natuzzi S.p.A. currently consists of eight members, all of whom were elected at the Company’s annual general shareholders’ meeting held on April 28, 2014 and whose terms will expire on the date on which the shareholders’ meeting will approve the financial statements for fiscal year 2016. The directors and senior executive officers of the Company as of February 29, 2016, were as follows Name Pasquale Natuzzi * Antonia Isabella Perrone * Giuseppe Antonio D’Angelo * Dimitri Duffeleer* Cristina Finocchi Mahne* Ernesto Greco* Vincenzo Perrone* Stefania Saviolo* Vittorio Notarpietro Antonio Cavallera Claudia Lamarca Daniele Casone Gianluca Pazzaglini Giambattista Massaro Giuseppe Vito Stano Filippo Petrera Francesco Stasolla Ildebrando Aldrovandi Michele Leone Ottavio Milano Richard Tan Position with the Company Chairman of the Board of Directors, Chief Executive Officer Age 76 46 Director 50 Outside Director 46 Outside Director 50 Outside Director 65 Outside Director 57 Outside Director 51 Outside Director 53 37 35 34 48 54 58 52 50 Managing Director Italsofa Romania 60 44 50 Managing Director Italsofa Nordeste e VP Region Sales South Americas and Brazil 55 Managing Director Natuzzi China Chief Financial Officer Chief HR, IT, Organization and Corporate Communications Officer Internal Control Systems Manager Strategic Planning Manager Chief Brand & Sales Officer Chief Procurement & Supply Chain Officer Chief Private Label Officer Chief Manufacturing, Product & Innovation Officer Corporate Quality & After Sales Director Engineering Director * The above mentioned members of the board of directors were elected at the Company’s annual general shareholders’ meeting held on April 28, 2014. Pasquale Natuzzi, currently Chairman of the Board of Directors, Chief Executive Officer and ad interim Chief Operations Officer. He founded the Company in 1959. Mr. Natuzzi held the title of sole director of the Company from its incorporation in 1972 until 1991, when he became the Chairman of the Board of Directors. Mr. Natuzzi has creative skills and is directly involved with brand development and product styling. He takes care of strategic partnerships with existing and new accounts. Antonia Isabella Perrone is a Director and is involved in the main areas of Natuzzi Group management, from the definition of strategies to retail distribution, marketing and brand development, and foreign transactions. In 1998, she was appointed sole director of a company in the agricultural-food sector, wholly owned by the Natuzzi Family (as defined above). She became part of the Natuzzi Group in 1994, dealing with marketing and communication for the Italian market under the scope of retail development management until 1997. She has been married to Pasquale Natuzzi since 1997. Giuseppe Antonio D’Angelo is an Outside Director of the Company and is currently Executive Vice President of Anglo- America & CIS regions with Ferrero International SA. Before joining Ferrero in 2009, he acquired significant international experience in general management of multinational companies such as General Mills (from 1997 to 2009), S.C. Johnson & Son (from 1991 to 1997) and Procter & Gamble (from 1989 to 1991). Mr. D’Angelo earned his Bachelor of Arts degree in Economics from LUISS University of Rome in 1988. He received certification from Harvard Business School in the Advanced Management Program in 2004. Dimitri Duffeleer is an Outside Director of the Company and since June 2003 has been a Managing Director & Co- Founder of Quaeroq CVBA, an investment firm that focuses on small and mid-sized companies and that is a holder of 5.0% of the Company’s outstanding share capital. He founded the research company At Infinitum in 1998 and prior to that worked in engineering. He is currently a director and a member of the audit committee at RealDolmen NV, a director, president of the audit committee and member of the remuneration committee for Connect NV, a member of the supervisory board and the strategic committee at Generix Group and a director and a member of the audit and remuneration committee at Fountain SA. 48 Cristina Finocchi Mahne is an Outside Director of the Company and is currently Professor of Advanced Business Administration at the Faculty of Economics, La Sapienza University of Rome, and of Corporate Governance at Luiss Business School. She is a member of the board of directors and of the remuneration & nomination, related parties and control & risk committees of Trevi Group, a listed multinational foundation engineering company (since 2013) and a member of the board and of the risk and related parties committees of Banco di Desio e della Brianza Group, a listed banking group (since 2013). She previously served from 2010 to 2013 on the board of directors of Pms Group, a listed strategic communication and corporate governance advisory firm. She is Co-Chair of the Italian Chapter of WCD (WomenCorporateDirectors), an international think tank, reserved to executive and independent board members, focused on best practices in corporate governance. She began her career in corporate finance at Euromobiliare, a merchant bank owned by HSBC and then gained additional experience in finance at Tamburi&Associati, JP Morgan, Hill & Knowlton and Fineco Group. She is the author of articles published in leading Italian economic newspapers and international publications. Prof. Finocchi Mahne earned her Degree in Economics and Business from La Sapienza University of Rome and her MBA from LUISS Business School. Ernesto Greco is an Outside Director of the Company and since October 2007 has been the Chief Financial Officer and General Manager for Administration, Control and Information Systems of the Ferragamo Group. He started his professional career working in large chemical groups, including Montedison and Eni, as well as in high tech companies such as Hewlett Packard and Wang Laboratories in controllership and finance related positions. From 1989 to 2006 he served as Chief Financial Officer at the Bulgari Group and, from 2006 to 2007, he served as Chief Executive Officer of the Natuzzi Group. Vincenzo Perrone is an Outside Director of the Company and is currently Professor of Organizational Theory and Behavior at Bocconi University—Milan, Italy, where he also previously served as Director of the Organizational and Human Resource Management Department of the Bocconi School of Management (1996—2002), Chairman of the Institute of Organization and Information Systems (2001—2007) and Vice-Rector for Research (2008—2012). He was a visiting professor at Carlson School of Management at the University of Minnesota from 1992 to 1994. He currently serves on the board of energy company Egea S.p.A. (since June 2009) and as a strategic advisor to the CEO of Fiera Milano S.p.A., a trade fair and exhibition organizer (since 2013). He has prior experience as a member of the board of directors of ClarisVita S.p.A. (2003-2005), ACTA S.p.A. (2004), IP Cleaning S.p.A. (2004—2008) and Società Autostrada Pedemontana Lombarda S.p.A. (2009—2011) and served on the advisory boards of Arthur Andersen MBA S.r.l. (1999—2000) and SAP Italia S.p.A. (2000—2001), as a member of the Technical and Scientific Oversight Board for procurement studies overseen by the Ministry of Economy and Finance – Treasury Department, on board committees responsible for awarding public tenders organized by Consip S.p.A. (2000—2003), on the Technical Committee for Research and Innovation of Confindustria (2004—2008) and on the Technical Commission for Public Finance at the Ministry of Economy and Finance (2007—2008). He has served as the Director of the Bocconi School of Management’s Economia & Management journal and has served as a reviewer for the Academy of Management Journal, Academy of Management Review, Organization Science (editorial board member) and Journal of International Business Studies. He has published several books and articles both in Italian and international journals. Stefania Saviolo is an Outside Director of the Company. She is currently Professor of strategic management at Bocconi University and SDA Bocconi School of Management where since 2013 she has been the Director of the Luxury & Fashion Knowledge Center and founding director in 2001 for the Master in Fashion, Experience & Design Management. She was a visiting scholar at the Stern School of Business, New York University and also served as a visiting professor at Fudan University in Shanghai, China. She is a member of the board of directors and of the remuneration and control and risk committees of TXT e-solutions, a listed international software products and solutions vendor (since 2014). She has gained expertise in brand management, product marketing and internationalization strategies as a management consultant for international fashion and luxury companies. She is the author and co- author of several books and articles on management, particularly in the luxury, fashion and design industries. Antonio Cavallera is the Chief HR, IT, Organization and Corporate Communications Officer. From September 2011 to November 2015, he served as Chief Strategic Planning Officer of the Company with principle responsibility for defining and monitoring the goals of the Transformation Plan project. He joined the Company in December 2005 and covered roles of increasing responsibility in the Human Resources & Organization Department. From November 2010 to August 2011 he was Corporate & Commercial Human Resources Manager and from June 2009 to November 2010 as Commercial Human Resources Manager. He has also served as Training & Change Management Manager from July 2008 to June 2009 and HR Retail Specialist from September 2006 to June 2009. Vittorio Notarpietro is the Chief Financial Officer of the Company. He re-joined the Group in September 2009. From 1991 to 1998, he was the Finance Director and Investor Relations Manager for the Group. From 1999 to 2006, he was Vice President for Finance for IT Holding Group. From 2006 to 2009, he was the CEO of Malo S.p.A., a leading Italian company in the luxury sector. 49 Gianluca Pazzaglini is the Chief Brand & Sales Officer of the Group. He is responsible for WW Natuzzi Brand Division, 65% of Total Turnover. He joined the Group on February 2014 as Chief Brand Officer. He has further previous experience in Sales and Marketing roles in Mercedes-Benz AG and Clementoni Toys S.p.a. From 2004 until 2013. he was General Manager in Fratelli Guzzini SpA, from 1997 to 2004. he was Managing Director in Ferrari Deutschland Gmbhand from 1997 to 2001. he was Regional Sales and Marketing Manager Europe in Ferrari/Maserati. Giambattista Massaro is the Chief Procurement & Supply Chain Officer of the Group. He returned to the Company in January 2010 after his service as CEO of Ixina Italy S.r.l. - Snaidero Group from 2007 to 2009. From 1993 to 2007, he was General Manager of Purchasing, Logistics and Overseas Operation and a member of the Board of Directors of the Group. From 1992 to 1993, he was Assistant to Mr. Natuzzi, and from 1990 to 1992, he was Pricing and Costs Manager. He joined the Company in 1987 as a buyer. He also previously served as Chairman of Natco S.p.A., Natuzzi Trade Service S.r.l. and Lagene as well as Director of Italsofa Bahia Ltda., Italsofa Romania S.r.l. and Natuzzi Asia Ltd. Giuseppe Vito Stano is the Chief Private Label Officer of the Group. From 2012 to February 2014, he was Chief Worldwide Softaly Division Officer, from May 2011 to December 2012, he was regional manager of Natuzzi and Italsofa EMEA and India, and from April 2010 to May 2011, he was regional manager for Western and Southern Europe and the Middle East. Prior thereto, he was the Italsofa brand Manager of the Group from November 2008 to December 2009. He developed his professional career as the Key Global Account Management Vice President after being Sales Administration Director of the Company since 1991. He was also a Director of Natuzzi Americas, Inc. From 1986 to 1991, he was Executive Vice President of Natuzzi Upholstery Inc. (currently Natuzzi Americas, Inc.) in the United States. Prior to that, he was Assistant Vice President of Natuzzi Upholstery Inc. He joined the Group in 1980, as a staff member of the Company’s Export Department. Filippo Petrera is the Chief Manufacturing, Product and Innovation Officer of the Group. He is also the CEO of IMPE Spa, subsidiaries of Natuzzi Group. He joined the company in 1995 performing increasing role of responsibilities within the Group. He was Corporate Quality Director from 2000 to 2002, Product Development and After Sales Director from 2002 to 2009, Corporate Purchasing Director from 2009 to 2010 and CEO IMPE S.p.A. since 2010. Prior to that, he was Technical Service Coordinator for Petrosillo Engineering Group and Quality Manager for Nuovo Pignone. Richard Tan is Chairman and Managing Director of Natuzzi China Ltd, subsidiaries of Natuzzi Group. He has worked in the upholstery business for 23 years. In November 2000, he began cooperation with Natuzzi Asia Ltd to start-up its Chinese production operations. He was appointed as Chairman of Italsofa (Shanghai) Limited in October 2002. Francesco Stasolla is Chairman and Managing Director of Italsofa Romania S.r.l., subsidiaries of Natuzzi Group. He started at Natuzzi in January 1988 as a buyer. Ottavio Milano is the Managing Director of Italsofa Nordeste S.A., subsidiary of Natuzzi Group. He is also VP Sales Region South Americas & Brazil. He joined the Company in 1992 within General Accounting department performing increasing roles of responsibilities within the Group. In 1994, he helped create the Internal Audit Department after the listing of Natuzzi S.p.A. to the NYSE. From 1999 to 2008, he was Corporate Controlling Director. From 2008 to October 2011, he was Business Project Implementation Manager within the Operations Dept... From November 2011 to the beginning of 2013, he was General Manager for Natco SPA. Before working at Natuzzi, Mr. Milano started his career at a tax consulting office. Michele Leone is the Engineering Director of the Group, a position he has served in since October 2014. He joined the Company in 1996 and covered roles of increasing responsibility in the Engineering & Innovation Departments. From May 2008 until November 2013, he was Maintenance & Technical Service Manager of the Group. In his experience, he has managed the OHSAS 18001 & ISO 14001. From July 2007 until May 2008, he served as Project & Technology Manager. From January 2002 to June 2007, he was Engineering & Maintenance Manager of the Italsofa Romania. He has also served in the Maintenance Department from October 1996 to December 2001. Ildebrando Aldrovandi is the Corporate Quality & After Sales Director of the Group. He joined the Company on June, 2014. He has significant experience in the ‘corporate quality’ field, having worked in such well-known and competitive international companies as Zoppas, Tetra Pak, Lamborghini, Fagor Brandt, Avio, ARGO (ex Landini) and Alenia Aermacchi. In his experience, Mr. Aldrovandi has managed the Intellectual Property and Quality through the review and development of quality systems, both in Italian and foreign offices, particularly by introducing technical and organizational tools and facilitating the integration among Technical, Logistics, Administrative and Commercial Functions. In particular, he developed tools related to Service Excellence, Customer Satisfaction and Design Validation all according to the Lean-Kaizen philosophy. He also has a wealth of experience in Improvement tools (T.O.C, Lean Six Sigma, WCM, Kaizen) and has deployed low-cost solutions with quick profitability returns and integrated successfully IT-Operative Processes on SAP/Oracle Environments. 50 Claudia Lamarca is the Internal Control System Manager of the Group, having joined the Group in March of 2008 initially as Auditor. She joined the Group after gaining substantial experience in Fiat Group where she worked as auditor and SOX specialist for three years. Daniele Casone is the Corporate Strategic Planning Manager of the Natuzzi Group. Mr. Casone has the responsibility for coordinating and monitoring the progress related to the Group Transformation Plan implementation. In collaboration with the top management and the Chief Executive Officer, he’s in charge of the governance of special projects related to the medium-term goals, planning and control of Group’s investments and costs. He joined the Company in December 2011 as Project Manager, and he performed various roles with different responsibilities within the Strategic Planning Department, while working closely with the CEO & Management team. Mr. Casone joined the Group after gaining substantial experience in two large consultancy companies as Project Manager where he was involved in many projects for Italian and international companies (Europe & US) in different industries: beverage, fashion and luxury, manufacturing, pharmaceuticals and energy. He gained considerable experience in the process of planning, control and reporting, in the design of the Industrial Plan and in defining a control model and KPI’s for top management. Compensation of Directors and Officers As a matter of Italian law and under our by-laws, the compensation of executive directors, including the CEO, is determined by the board of directors, after consultation with the board of statutory auditors, within a maximum amount established by the Company’s shareholders, while the Company’s shareholders determine the base compensation for all board members, including non-executive directors. Compensation of the Company’s executive officers (for performing their role as such) is determined by the Chief Executive Officer. A list of significant differences between the Group’s corporate governance practices and those followed by U.S. companies listed on the New York Stock Exchange (“NYSE”) may be found at www.natuzzi.com. See “Item 16G. Corporate Governance on the Company—Strategy” for a description of these significant differences. None of our directors or senior executive officers is party to a contract with the Company that would entitle such persons to benefits upon the termination of service as a director or employment, as the case may be. Aggregate compensation paid by the Group to the directors and officers was approximately € 2.9 million in 2015. In addition, the Chief WW Commercial Officer, Mr. Marco Saltalamacchia, left the Company in March 2016. The compensation paid in 2015 to the members of the Board of Directors is set forth below individually: Name Pasquale Natuzzi......................................................................................................................................................................................................... Antonia Isabella Perrone............................................................................................................................................................................................. Giuseppe Antonio D’Angelo ...................................................................................................................................................................................... Cristina Finocchi Mahne ............................................................................................................................................................................................ Stefania Saviolo .......................................................................................................................................................................................................... Vincenzo Perrone ....................................................................................................................................................................................................... Ernesto Greco ............................................................................................................................................................................................................. Dimitri Duffeleer ........................................................................................................................................................................................................ 120,000.00 25,000.00 25,000.00 25,000.00 25,000.00 25,000.00 25,000.00 25,000.00 Base Compensation € € € € € € € € A new incentive system (the “MBO system”) was implemented in 2015. Approximately 100 managers from around the world participate in the MBO system . The Company will only pay a bonus pursuant to the MBO system if certain budget results relating to EBIT and cash flow index are achieved. 51 Statutory Auditors The following table sets forth the names of the three members of the board of statutory auditors of the Company and the two alternate statutory auditors and their respective positions for the periods covered by this Annual Report. The current board of statutory auditors was elected for a three-year term on April 27, 2016, at the annual general shareholders’ meeting. Name Carlo Gatto ................................................................................................................................................................................................................. Cataldo Sferra ............................................................................................................................................................................................................. Giuseppe Pio Macario ................................................................................................................................................................................................ Andrea Venturelli ....................................................................................................................................................................................................... Vito Passalacqua ......................................................................................................................................................................................................... Position Chairman Member Member Alternate Alternate During 2015, the Group’s statutory auditors received approximately €0.1 million in compensation in the aggregate for their services to the Company and its Italian subsidiaries. According to Rule 10A-3 (“Rule 10A-3”) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), unless an exemption applies, companies whose securities are listed on U.S. national securities exchanges must establish an audit committee meeting specific requirements. In particular, all members of this committee must be independent as defined in Rule 10A-3 and the committee must adopt a written charter. The committee’s prescribed responsibilities include (i) the appointment, compensation, retention and oversight of the external auditors; (ii) establishing procedures for the handling of “whistle blower” complaints; (iii) discussion of financial reporting and internal control issues and critical accounting policies (including through executive sessions with the external auditors); (iv) the approval of audit and non-audit services performed by the external auditors; and (v) the adoption of an annual performance evaluation. A company must also have an internal audit function, which may be out- sourced, as long as it is not out-sourced to the external auditor. The Company relies on an exemption from these audit committee requirements provided by Exchange Act Rule 10A- 3(c)(3) for foreign private issuers with a board of statutory auditors established in accordance with local law or listing requirements and subject to independence requirements under local law or listing requirements. See “Item 16D. Exemption from Listing Standards for Audit Committees” for more information. External Auditors On April 29, 2013, at the annual general shareholders’ meeting, Reconta Ernst & Young S.p.A. (“Ernst & Young”), with offices in Bari, Italy, was appointed as the Company’s external auditor for the three-year period ending with the approval of 2015 financial statements. On April 27, 2016, the annual general shareholders’ meeting appointed KPMG S.p.a. as the Company’s new external auditor for the three-year period ending with the approval of 2018 financial statements. Accordingly, the engagement of Ernst & Young was not renewed. Employees The following table illustrates the breakdown of the Group’s employees by qualification and location for the periods indicated: Qualification Top managers ............................................................................................................................................................................................................. Middle managers ........................................................................................................................................................................................................ Clerks ......................................................................................................................................................................................................................... Labourers ................................................................................................................................................................................................................... Total 66 65 175 166 990 1,210 4,459 4,788 4,935 5,641 6,018 6,377 (7) (3) (38) (329) (377) (1) 9 (220) (147) (359) 58 172 952 As of December 31, 2015 2014 2013 Change 2015/2014 Change 2014/2013 Location Italy ............................................................................................................................................................................................................................ Outside Italy ............................................................................................................................................................................................................... Total (90) (287) (377) (479) 120 (359) As of December 31, 2015 2,565 2,655 3,134 3,076 3,363 3,243 5,641 6,018 6,377 Change 2014/2013 Change 2015/2014 2014 2013 52 The agreements signed during 2015 have represented a crucial phase. Between October 2013 and October 2015, 500 blue collar workers voluntarily terminated their employment with Company, which led to a gradual reduction of redundant structural staff in the manufacturing and innovation processes. With respect to the improvement of manufacturing levels, on March 3, 2015, the Minister of Labour and Social Politics signed new agreements focused on increasing competitiveness and reducing redundant structural staff in the Ginosa plant. Between 2015 and 2018, pursuant to these agreements, the Group intends to recover competitiveness through product innovation, by simplifying product processes (overcoming management and product inefficiencies), and maintaining occupational levels (Solidarity Contracts). The Company reduced the general structural surplus, from 525 units in March 2015 to 360 work units at the end of year 2015, mainly as a result of implementing the inventive plan and through strong technology investment plans that are already in place in Matera Jesce (MT) and Laterza (TA) plant and scheduled in Santeramo Jesce (BA), Santeramo lazzitiello (BA) e Matera La Martella (MT) in 2016. The new organizational model in Matera Jesce plant and the related investment has allowed the Company to reduce 100 more units. The number of blue collar workers committed to these operations increased from 1,818 in the year 2014 to 1,918 in the year 2015.All blue collar workers have entered into solidarity contracts. The number of work hours recorded in 2015 decreased by 37% without strikes or social conflict. In 2016, the Reorganisation Plan will continue to reinforce the competitiveness of plants through the following actions: By defining industrial asset with the conversion of production plant in an integrated and functional way. By investing in product and process innovation between 2015 and 2018. By maintaining occupational levels through the application of solidarity contracts per 1,918 units. 1. 2. 3. In order to manage 359 redundant units, the Company plans to recommend to move these units to a new work environment through the ASSIST project. This project offers a set of incentives to third-party companies that hire a certain number of our redundant units. As of the date of this Annual Report, none of our redundant units have been hired by third-party companies. The Company expects to appropriate funds of approximately €10 million to cover costs related to the support the agreements signed in March 2015. Human Resources plays a distinct role in the achievement of the Company’s success and, therefore, the Company is actively engaged in building and improving the systems and processes dedicated to employees. At Natuzzi, we know that our employees want to make a difference and achieve professional goals; to this end, the Company’s Management is strongly committed to the construction of processes and systems that help employees to be successful. We strive to improve and grow our human capital by, inter alia: • Recognizing and knowing how to evaluate job performance fairly and properly, • Promote professional development for individuals. • Maintaining alignment between the Company’s goals with individual expectations, • Providing attractive career paths. The more professional development meets the needs of employees, the greater their motivation. As part of our effort to improve and grow our human capital and support the success of our employees, we are re- designing the Natuzzi Performance Appraisal System. We re-designed the system by integrating with all other processes for personnel management processes, with the goal of improving our ability to identify the right person for the right role and reward talent. Training has always been a fundamental cornerstone of Natuzzi’s organization and, as such, Natuzzi has and continues to support the development and the maintenance of staff skills. In 2015, training courses were held for 1,061 units for a total of 52,718 hours. 53 • The training courses dealt with the following topics: • Lean production and Lean Office training. A large part of operational staff has participated in trainings regarding the new work environment methods (Lean), which aims to reduce production costs through the decrease of waste and the resource optimizing. • Quality training in manufacturing field and Golden Partner management training. This latest course has been aimed at placing greater attention on customer needs and reaching Total Quality Management System logics. • Practical education and on-the-job training to replace the staff in CIGS. • Training regarding soft skills for employees in management roles, chief officers and workers (according to law n.81/08). The government of the Puglia region has financed these training through an educational program. 746 employees participated in these programs, which cost a total of €1,218,760. Natuzzi co-funded. €521,593. During February and March 2015, we offered a course on the requalification of resources in CIGS, specifically relating to the resources committed in Natuzzi plants in the Province of Taranto. This course was offered to 85 units, educating them about Lean, Quality, and Safety topics. The total cost was € 195,000. In addition, in 2015 the training program aimed to improve technical skills in an effort to respond to HR needs and improving linguist skills, which was offered to 18 work units for a total of 721 hours. The managerial training was offered to 79 work units for 2,416 hours. We also continue to offer training courses on marketing and sales skills. The goal of these courses is to optimize profits and the Company’s competitive position by increasing employees’ ability to identify the most promising market segments and how to effectively exploit these segments. In addition, we offer a training course on the Sarbanes-Oxley Act of 2002 as a result of its impact on our system of internal control. Finally, we also offer course on negotiation, purchasing, digital photography visual, merchandising and e-learning. In the Prototypes & Innovation Research division, we conducted various courses on ergonomics and FEM analysis to support design techniques and the use of even more innovative and reliable materials for our industry. In the Maintenance division, some units have taken several training courses to support their technical skills in electric and mechanic field such as PES and PAV courses, hardware and software and altitude works. The type of training provided (broken down by type) is set forth below (percentage according to the number of training sessions) TRAINING TYPE % Induction ..................................................................................................................................................................................................................... Lean and Quality (training on the job too).................................................................................................................................................................. Linguistic .................................................................................................................................................................................................................... Managerial .................................................................................................................................................................................................................. Health and Safety........................................................................................................................................................................................................ Job-specific activities ................................................................................................................................................................................................. 1.13% 57.41% 1.3% 4.5% 25.33% 10.19% In 2015, the Company also focused on identifying potential young talent with specific academic backgrounds (engineers, designers) in order to reach innovation goals about processes and product in defined areas. To reach this goal, the Company entered into two important agreements: one with Polytechnic of Milan (Italian university with a strong international orientation) and one with Polytechnic of Bari (point of reference about research and innovation). We have organized recruiting days for students from these school and company testimonies, such as the University of Economics – International Markets – in Bari. In addition, the Company has granted several six-month internship positions to young graduates, which has enabled it to work with new “brains” from academic environments. In April 2015, Natuzzi entered into an agreement with ITS “A. Cuccovillo” of Bari. Pursuant to this agreement, Natuzzi has led the first post-diploma course in “Wood Mechanics – House System”. The Company is committed to providing technical modules in collaboration with relevant research institutes. This partnership aims to train the next generation of specialists through the most innovative technologies in the field of wood mechanics, through a rotation program. 54 Share Ownership Mr. Pasquale Natuzzi, who founded the Company and is currently its Chief Executive Officer and Chairman of the Board of Directors, as of April 27, 2016, beneficially owns 30,967,521 Ordinary Shares, representing 56.5% of the Ordinary Shares outstanding (61.6% of the Ordinary Shares outstanding if the 5.1% of the Ordinary Shares owned by members of Mr. Natuzzi’s immediate family (the “Natuzzi Family”) are aggregated). As a result, Mr. Natuzzi controls Natuzzi S.p.A., including its management and the selection of the members of its board of directors. Since December 16, 2003, Mr. Natuzzi has held his entire beneficial ownership of Natuzzi S.p.A. shares through INVEST 2003 S.r.l., an Italian holding company wholly-owned by Mr. Natuzzi and having its registered office at Via Gobetti 8, Taranto, Italy. On November 6, 2014, INVEST 2003 s.r.l. completed the purchase of 250,000 ADSs, each representing one Ordinary Share, at a price of U.S.$2.00 per ADS. The purchase was privately negotiated with a single individual and was effected through an escrow arrangement with BNY Mellon, National Association. On July 30, 2014, INVEST 2003 s.r.l. completed the purchase of 500,000 ADSs, each representing one Ordinary Share, at a price of U.S.$2.75 per ADS. The purchase was privately negotiated with a single individual and was effected through an escrow arrangement with BNY Mellon, National Association. For more information, refer to Schedule 13D (Amendment No. 2), filed with the SEC on September 14, 2014, that amends and supplements the Schedule 13D, filed with the SEC on April 24, 2008 (as amended by Amendment No. 1 filed on April 8, 2013 (“Amendment No. 1”). These two purchases, carried out for investment purposes, brought the number of Ordinary Shares beneficially owned by each of Mr. Natuzzi and INVEST 2003 to 30,967,521 (representing 56.5% of the Ordinary Shares outstanding). Between September 27, 2011 through April 30, 2013, INVEST 2003 S.r.l. completed the purchase of a total of 859,628 Natuzzi S.p.A. ADSs (representing approximately 1.6% of the Company’s total shares outstanding), at an average price of U.S.$ 2.37 per ADS. These purchases were made in accordance with a purchase plan undertaken pursuant to Rule 10b-18 (“Purchases of Certain Equity Securities by the Issuer and Others”) promulgated under the Securities Exchange Act of 1934 (the “Rule 10b-18 Plan”). On April 18, 2008, INVEST 2003 S.r.l. purchased 3,293,183 ADSs, each representing one Ordinary Share, at the price of U.S.$ 3.61 per ADS. For more information, refer to Schedule 13D, filed with the SEC on April 24, 2008, and related Amendment No. 1 to Schedule 13D, filed with the SEC on April 8, 2013. For further discussion, see Note 22 to the Consolidated Financial Statements included in Item 18 of this Annual Report. Each of the Company’s other directors and officers owns less than 1% of the Company’s Ordinary Shares and ADSs. None of the Company’s directors or officers has stock options. ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS Major Shareholders Mr. Pasquale Natuzzi, who founded the Company and is currently its Chief Executive Officer and Chairman of the Board of Directors, as of April 27, 2016, beneficially owns 30,967,521 representing 56.5% of the Ordinary Shares outstanding (61.6% of the Ordinary Shares outstanding if the 5.1% of the Ordinary Shares owned by the Natuzzi Family are aggregated). Since December 16, 2003, Mr. Natuzzi has held his entire beneficial ownership of Natuzzi S.p.A. shares through INVEST 2003 S.r.l., an Italian holding company wholly-owned by Mr. Natuzzi and having its registered office at Via Gobetti 8, Taranto, Italy. The following table sets forth information, as reflected in the records of the Company as of April 27, 2016, with respect to each person who beneficially owns 5% or more of the Company’s Ordinary Shares or ADSs: Number of Shares Owned Pasquale Natuzzi (1) ................................................................. Donald Smith & Co., Inc. (2).................................................... Quaeroq CVBA (3) ................................................................... 30,967,521 3,018,084 2,760,400 Percent Owned 56.5% 5.5% 5.0% 55 (1) Includes ADSs purchased on April 18, 2008, purchases made from September 27, 2011 through April 30, 2013 under the Rule 10b-18 Plan and two privately negotiated purchases executed on July 30, 2014 and November 6, 2014. If Mr. Natuzzi’s Ordinary Shares are aggregated with those held by members of the Natuzzi Family, the amount owned would be 33,767,521 and the percentage ownership of Ordinary Shares would be 61.6%. (2) According to the Schedule 13G filed with the SEC by Donald Smith & Co., Inc. on February 10, 2016 (3) According to the Schedule 13G filed with the SEC by Quaeroq CVBA on November 18, 2008 (according to last foreign annual report) (4) As indicated in “Item 6. — Share Ownership,” Mr. Natuzzi controls Natuzzi S.p.A., including its management and the selection of the members of its board of directors. Since December 16, 2003, Mr. Natuzzi has held his entire beneficial ownership of Natuzzi S.p.A. shares through INVEST 2003 S.r.l., an Italian holding company wholly-owned by Mr. Natuzzi and having its registered office at Via Gobetti 8, Taranto, Italy. In addition, the Natuzzi Family has a right of first refusal to purchase all the rights, warrants or other instruments which The Bank of New York Mellon, as depositary under the Deposit Agreement, determines may not lawfully or feasibly be made available to owners of ADSs in connection with each rights offering, if any, made to holders of Ordinary Shares. None of the shares held by the above shareholders has any special voting rights. As of April 27, 2016, 54,853,045 Ordinary Shares were outstanding. As of the same date, there were 21,807,268 ADSs (equivalent to 21,807,268 Ordinary Shares) outstanding. The ADSs represented 39.8% of the total number of Natuzzi Ordinary Shares issued and outstanding. Since certain Ordinary Shares and ADSs are held by brokers or other nominees, the number of direct record holders in the United States may not be fully indicative of the number of direct beneficial owners in the United States or of where the direct beneficial owners of such shares are resident. Related Party Transactions Transactions with related parties amounted to €6.0 million in 2015 sales and to €6.8 million in 2014 sales. Other than the foregoing transactions, neither the Company nor any of its subsidiaries was a party to a transaction with a related party that was material to the Company or the related party, or any transaction that was unusual in its nature or conditions, involving goods, services, or tangible or intangible assets, nor is any such transaction presently proposed. During the same period, neither the Company nor any of its subsidiaries made any loans to or for the benefit of any related party. ITEM 8. FINANCIAL INFORMATION Consolidated Financial Statements Please refer to “Item 18. Financial Statements” of this Annual Report. Export Sales Export sales from Italy totaled approximately €113.5 million in 2015, up 14.8% from 2014. That figure represents 26.0% of the Group’s 2015 net leather and fabric-upholstered furniture sales. Legal and Governmental Proceedings The Group is involved in tax and legal proceedings, including several minor claims and legal actions, arising in the ordinary course of business with suppliers and employees. The provision recorded against these claims is €6.6 million as of December 31, 2015 (€7.0 million as of December 31, 2014). Accruals of €0.9 million were made in 2015 for such contingent liabilities. 56 Apart from the proceedings described above, neither the Company nor any of its subsidiaries is a party to any legal or governmental proceeding that is pending or, to the Company’s knowledge, threatened or contemplated against the Company or any such subsidiary that, if determined adversely to the Company or any such subsidiary, would have a materially adverse effect, either individually or in the aggregate, on the business, financial condition or results of the Group’s operations. Dividends Considering that the Group reported a negative net result in 2015 and considering the capital requirements necessary to implement the restructuring of the operations and its planned retail and marketing activities, the Group decided not to distribute dividends in respect of the year ended on December 31, 2015. The Group has also not paid dividends in any of the prior three fiscal years. The payment of future dividends will depend upon the Company’s earnings and financial condition, capital requirements, governmental regulations and policies and other factors. Accordingly, there can be no assurance that dividends in future years will be paid at a rate similar to dividends paid in past years or at all. Dividends paid to owners of ADSs or Ordinary Shares who are United States residents qualifying under the Income Tax Convention will generally be subject to Italian withholding tax at a maximum rate of 15%, provided that certain certifications are given timely. Such withholding tax will be treated as a foreign income tax which U.S. owners may elect to deduct in computing their taxable income, or, subject to the limitations on foreign tax credits generally, credit against their United States federal income tax liability. See “Item 10. Additional Information—Taxation—Taxation of Dividends.” 57 ITEM 9. THE OFFER AND LISTING Trading Markets and Share Prices Natuzzi’s Ordinary Shares are listed on the NYSE in the form of ADSs under the symbol “NTZ.” Neither the Company’s Ordinary Shares nor its ADSs are listed on a securities exchange outside the United States. The Bank of New York Mellon is the Company’s Depositary for purposes of issuing the American Depositary Receipts evidencing ADSs. Trading in the ADSs on the NYSE commenced on May 13, 1993. The following table sets forth, for the periods indicated, the high and low market prices on an intraday basis per ADS as reported by the NYSE. New York Stock Exchange Price per ADS (in US dollars) High 2011 ........................................................................................ 4.83 2012 ........................................................................................ 3.82 2013 ........................................................................................ 2.60 2014 ........................................................................................ 3.22 2015 ........................................................................................ 2.90 Low 2.00 1.77 1.70 1.33 1.35 High 2014 ........................................................................................ First quarter ............................................................................ 3.19 Second quarter ........................................................................ 3.22 Third quarter .......................................................................... 2.60 Fourth quarter ......................................................................... 2.06 2015 ........................................................................................ First quarter ............................................................................ 1.85 Second quarter ........................................................................ 2.90 Third quarter .......................................................................... 2.49 Fourth quarter ......................................................................... 2.04 2016 First quarter ............................................................................ 1.66 High High Monthly data October 2015 .......................................................................... 2.04 November 2015 ...................................................................... 1.81 December 2015 ...................................................................... 1.70 January 2016 .......................................................................... 1.67 February 2016 ........................................................................ 1.62 March 2016 ............................................................................ 1.64 April 2016 .............................................................................. 1.64 Up to May 19, 2016 ............................................................... 1.62 Low 2.35 2.40 2.02 1.33 1.35 1.59 1.44 1.45 Low 1.36 Low 1.58 1.60 1.45 1.36 1.28 1.38 1.41 1.43 58 ITEM 10. ADDITIONAL INFORMATION By-laws The following is a summary of certain information concerning the Company’s shares and By-laws (statuto) and of Italian law applicable to Italian stock corporations whose shares are not listed on a regulated market in the European Union, as in effect at the date of this Annual Report. In particular, Italian issuers of shares that are not listed on a regulated market of the European Community are governed by the rules of the Italian civil code (the “Civil Code”). The summary contains all the information that the Company considers to be material regarding the shares, but does not purport to be complete and is qualified in its entirety by reference to the By- laws or Italian law, as the case may be. General — The issued share capital of the Company consists of 54,853,045 Ordinary Shares, with a par value of €1.00 per share. All the issued shares are fully paid, non-assessable and in registered form. The Company is registered with the Companies’ Registry of Bari at No. 261878, with its registered office in Santeramo in Colle (Bari), Italy. As set forth in Article 3 of the By-laws, the Company’s corporate purpose is the production, marketing and sale of sofas, armchairs, furniture in general and raw materials used for their production. The Company is generally authorized to take any actions necessary or useful to achieve its corporate purpose. Authorization of Shares — At the extraordinary meeting of the Company’s shareholders on July 23, 2004, shareholders authorized the Company’s board of directors to carry out a free capital increase of up to €500,000, and a capital increase against payment of up to €3.0 million to be issued, in connection with the grant of stock options to employees of the Company and of other Group companies. On January 24, 2006 the Company’s board of directors, in accordance with the Regulations of the “Natuzzi Stock Incentive Plan 2004-2009” (which was approved by the board of directors in a meeting held on July 23, 2004), decided to issue without consideration 56,910 new Ordinary Shares in favor of the beneficiary employees. Consequently, the number of Ordinary Shares increased on the same date from 54,681,628 to 54,738,538. On January 23, 2007, the Company’s board of directors, in accordance with the Regulations of the “Natuzzi Stock Incentive Plan 2004-2009,” decided to issue without consideration 85,689 new Ordinary Shares in favor of beneficiary employees. Consequently, the number of Ordinary Shares increased on the same date from 54,738,538 to 54,824,227. On January 24, 2008 the Company’s board of directors, in accordance with the Regulations of the “Natuzzi Stock Incentive Plan 2004-2009,” decided to issue without consideration 28,818 new Ordinary Shares in favor of the beneficiary employees. Consequently, the number of Ordinary Shares increased on the same date from 54,824,227 to 54,853,045, the current number. Form and Transfer of Shares — The Company’s Ordinary Shares are in certificated form and are freely transferable by endorsement of the share certificate by or on behalf of the registered holder, with such endorsement either authenticated by a notary in Italy or elsewhere or by a broker-dealer or a bank in Italy. The transferee must request that the Company enter his name in the register of shareholders in order to exercise his rights as a shareholder of the Company. Dividend Rights — Payment by the Company of any annual dividend is proposed by the board of directors and is subject to the approval of the shareholders at the annual shareholders’ meeting. Before dividends may be paid out of the Company’s unconsolidated net income in any year, an amount at least equal to 5% of such net income must be allocated to the Company’s legal reserve until such reserve is at least equal to one-fifth of the par value of the Company’s issued share capital. If the Company’s capital is reduced as a result of accumulated losses, dividends may not be paid until the capital is reconstituted or reduced by the amount of such losses. The Company may pay dividends out of available retained earnings from prior years, provided that, after such payment, the Company will have a legal reserve at least equal to the legally required minimum. No interim dividends may be approved or paid. Dividends will be paid in the manner and on the date specified in the shareholders’ resolution approving their payment (usually within 30 days of the annual general meeting). Dividends that are not collected within five years of the date on which they become payable are forfeited to the benefit of the Company. Holders of ADSs will be entitled to receive payments in respect of dividends on the underlying shares through The Bank of New York Mellon, as ADR depositary, in accordance with the deposit agreement relating to the ADRs. Voting Rights — Registered holders of the Company’s Ordinary Shares are entitled to one vote per Ordinary Share. 59 As a registered shareholder, the Depositary (or its nominee) will be entitled to vote the Ordinary Shares underlying the ADSs. The Deposit Agreement requires the Depositary (or its nominee) to accept voting instructions from holders of ADSs and to execute such instructions to the extent permitted by law. Neither Italian law nor the Company’s By-laws limit the right of non-resident or foreign owners to hold or vote shares of the Company. Board of directors — Under Italian law and pursuant to the Company’s By-laws, the Company may be run by a sole director or by a board of directors, consisting of seven to eleven individuals. The Company is currently run by a board of directors composed of eight individuals (see “Item 6. Directors, Senior Management and Employees”). The board of directors is elected by the Assembly of Shareholders at a shareholders’ meeting, for the period established at the time of election but in no case for longer than three fiscal years. A director, who may, but is not required to be a shareholder of the Company, may be reappointed for successive terms. The board of directors has the full power of ordinary and extraordinary management of the Company and in particular ma y perform all acts it deems advisable for the achievement of the Company’s corporate purposes, except for the actions reserved by applicable law or the By-laws to a vote of the shareholders at an ordinary or extraordinary shareholders’ meeting. See also “Item 10. Additional Information—Meetings of Shareholders.” The board of directors must appoint a chairman (presidente) and may appoint a vice-chairman. The chairman of the board of directors is the legal representative of the Company. The board of directors may delegate certain powers to one or more managing directors (amministratori delegati), determine the nature and scope of the delegated powers of each director and revoke such delegation at any time. The managing directors must report to the board of directors and board of statutory auditors at least every 180 days on the Company’s business and the main transactions carried out by the Company or by its subsidiaries. The board of directors may not delegate certain responsibilities, including the preparation and approval of the draft financial statements, the approval of merger and de-merger plans to be presented to shareholders’ meetings, increases in the amount of the Company’s share capital or the issuance of convertible debentures (if any such power has been delegated to the board of directors by vote of the extraordinary shareholders’ meeting) and the fulfilment of the formalities required when the Company’s capital has to be reduced as a result of accumulated losses that reduce the Company’s stated capital by more than one-third. See also “Item 10. Additional Information—Meetings of Shareholders”. The board of directors may also appoint a general manager (direttore generale), who reports directly to the board of directors and confer powers for single acts or categories of acts to employees of the Company or persons unaffiliated with the Company. Meetings of the board of directors are called no less than five days in advance by letter sent via fax, telegram or e-mail by the chairman on his own initiative. Meetings may be held in person, or by video-conference or tele-conference, in the location indicated in the notice convening the meeting, or in any other destination, each time that the chairman may consider necessary. The quorum for meetings of the board of directors is a majority of the directors in office. Resolutions are adopted by the vote of a majority of the directors present at the meeting. In case of a tie, the chairman has the deciding vote. Directors having any interest in a proposed transaction must disclose their interest to the board and to the statutory auditors, even if such interest is not in conflict with the interest of the Company in the same transaction. The interested director is not required to abstain from voting on the resolution approving the transaction, but the resolution must state explicitly the reasons for, and the benefit to the Company of, the approved transaction. In the event that these provisions are not complied with, or that the transaction would not have been approved without the vote of the interested director, the resolution may be challenged by a director or by the board of statutory auditors if the approved transaction may be prejudicial to the Company. A managing director must solicit prior board approval of any proposed transaction in which he has any interest and that is within the scope of his powers. The interested director may be held liable for damages to the Company resulting from a resolution adopted in breach of the above rules. Finally, directors may be held liable for damages to the Company if they illicitly profit from insider information or corporate opportunities. The board of directors may transfer the Company’s registered office within Italy, set up and eliminate secondary offices and approve mergers by absorption into the Company of any subsidiary in which the Company holds at least 90% of the issued share capital. The board of directors may also approve the issuance of shares or convertible debentures and reductions of the Company’s share capital in case of withdrawal of a shareholder if so authorized by the Company’s extraordinary shareholders’ meeting. Under Italian law and pursuant to the Company’s By-laws, directors may be removed from office at any time by the vote of shareholders at an ordinary shareholders’ meeting. However, if removed in circumstances where there was no just cause, such directors may have a claim for damages against the Company. Directors may resign at any time by written notice to the board of directors and to the chairman of the board of statutory auditors. The board of directors must appoint substitute directors to fill vacancies arising from removals or resignations, subject to the approval of the board of statutory auditors, to serve until the next ordinary shareholders’ meeting. If at any time more than half of the members of the board of directors appointed by the Assembly of 60 Shareholders resign, such resignation is ineffective until the majority of the new board of directors has been appointed. In such a case, the remaining members of the board of directors (or the board of statutory auditors if all the members of the board of directors have resigned or ceased to be directors) must promptly call an ordinary shareholders’ meeting to appoint the new directors. The compensation of executive directors, including the CEO, is determined by the board of directors, after consultation with the board of statutory auditors, within a maximum amount established by the Company’s shareholders, while the Company’s shareholders determine the base compensation for all board members, including non-executive directors. Directors are entitled to reimbursement for expenses reasonably incurred in connection with their functions. Statutory Auditors — In addition to electing the board of directors, the Assembly of Shareholders, at ordinary shareholders’ meetings of the Company, elects a board of statutory auditors (collegio sindacale), appoint its chairman and set the compensation of its members. The statutory auditors are elected for a term of three fiscal years, may be re-elected for successive terms and may be removed only for cause and with the approval of a competent court. Expiration of their office will have no effect until a new board is appointed. Membership of the board of statutory auditors is subject to certain good standing, independence and professional requirements, and shareholders must be informed as to the offices the proposed candidates hold in other companies prior to or at the time of their election. In particular, at least one standing and one alternate member must be a certified auditor. The Company’s By-laws provide that the board of statutory auditors shall consist of three statutory auditors and two alternate statutory auditors (who are automatically substituted for a statutory auditor who resigns or is otherwise unable to serve). The Company’s board of statutory auditors is required, among other things, to verify that the Company (i) complies with applicable laws and its By-laws, (ii) respects principles of good governance, and (iii) maintains adequate organizational structure and administrative and accounting systems. The Company’s board of statutory auditors is required to meet at least once every ninety days. The board of statutory auditors reports to the annual shareholders’ meeting on the results of its activity and the results of the Company’s operations. In addition, the statutory auditors of the Company must be present at meetings of the Company’s board of directors and shareholders’ meetings. The statutory auditors may decide to call a meeting of the shareholders, ask the directors information about the management of the Company, carry out inspections and verifications at the Company and exchange information with the Company’s external auditors. Additionally, the statutory auditors have the power to initiate a liability action against one or more directors after adopting a resolution with an affirmative vote by two thirds of the auditors in office. Any shareholder may submit a complaint to the board of statutory auditors regarding facts that such shareholder believes should be subject to scrutiny by the board of statutory auditors, which must take any complaint into account in its report to the shareholders’ meeting. If shareholders collectively representing 5% of the Company’s share capital submit such a complaint, the board of statutory auditors must promptly undertake an investigation and present its findings and any recommendations to a shareholders’ meeting (which must be convened immediately if the complaint appears to have a reasonable basis and there is an urgent need to take action). The board of statutory auditors may report to a competent court serious breaches of directors’ duties. External Auditor — The audit of the Company’s accounts is entrusted, as per current legislation, to an independent audit firm whose appointment falls under the competency of the Shareholders’ Meeting, upon the board of statutory auditors’ proposal. In addition to the obligations set forth in national auditing regulations, Natuzzi’s listing on the NYSE requires that the audit firm issues a report on the annual report on Form 20-F, in compliance with the auditing principles generally accepted in the United States. Moreover, the audit firm is required to issue an opinion on the efficacy of the internal control system applied to financial reporting. The external auditor or the firm of external auditors is appointed for a three-year term, may be re-elected for successive terms, and its compensation is determined by a vote at an ordinary shareholders’ meeting and may be removed only for just cause by a vote of the shareholders’ meeting. Meetings of Shareholders — Shareholders are entitled to attend and vote at ordinary and extraordinary shareholder’s meetings. Votes may be cast personally or by proxy. Shareholder meetings may be called by the Company’s board of directors (or the board of statutory auditors) and must be called if requested by holders of at least 10% of the issued shares. If a shareholders’ meeting is not called despite the request by shareholders and such refusal is unjustified, a competent court may call the meeting. Shareholders are not entitled to request that a meeting of shareholders be convened to vote on matters which, as a matter of law, shall be resolved on the basis of a proposal, plan or report by the Company’s board of directors. The Company may hold general meetings of shareholders at its registered office in Santeramo in Colle, or elsewhere within Italy or at locations outside Italy, following publication of notice of the meeting in any of the following Italian newspapers: “Il Sole 24 Ore,” “Corriere della Sera” or “La Repubblica” at least 15 days before the date fixed for the meeting. 61 The Assembly of Shareholders must be convened at least once a year. The Company’s annual stand-alone financial statements are prepared by the board of directors and submitted for approval to the ordinary shareholders’ meeting, which must be convened within 120 days after the end of the fiscal year to which such financial statements relate. This term may be extended by up to 180 days after the end of the fiscal year, as long as the Company continues to be bound by law to draw up consolidated financial statements or if particular circumstances concerning its structure or its purposes so require. At ordinary shareholders’ meetings, shareholders also appoint the external auditors, approve the distribution of dividends, appoint the board of directors and statutory auditors, determine their remuneration and vote on any matter the resolution or authorization of which is entrusted to them by law. Extraordinary shareholders’ meetings may be called to vote on proposed amendments to the By-laws, issuance of convertible debentures, mergers and de-mergers, capital increases and reductions, when such resolutions may not be taken by the board of directors. Liquidation of the Company must be resolved by an extraordinary shareholders’ meeting. The notice of a shareholders’ meeting may specify two or more meeting dates for an ordinary or extraordinary shareholders’ meeting; such meeting dates are generally referred to as “calls.” The quorum for an ordinary meeting of shareholders is 50% of the Ordinary Shares, and resolutions are carried by the majority of Ordinary Shares present or represented. At an adjourned ordinary meeting, no quorum is required, and the resolutions are carried by the majority of Ordinary Shares present or represented. Certain matters, such as amendments to the By-laws, the issuance of shares, the issuance of convertible debentures and mergers and de-mergers may only be effected at an extraordinary meeting, at which special voting rules apply. Resolutions at an extraordinary meeting of the Company are carried, on first call, by a majority of the Ordinary Shares. An adjourned extraordinary meeting is validly held with a quorum of one-third of the issued shares and its resolutions are carried by a majority of at least two-thirds of the holders of shares present or represented at such meeting. In addition, certain matters (such as a change in purpose or corporate form of the company, demergers, mergers, the transfer of its registered office outside Italy, its liquidation prior to the term set forth in its By-laws, the extension of the term, the revocation of liquidation and the issuance of preferred shares) are approved by the holders of more than two-thirds of the shares present and represented at such meeting that must also represent more than one-third of the issued shares. According to the By-laws, in order to attend any shareholders’ meeting, shareholders, at least five days prior to the date fixed for the meeting, must deposit their share certificates at the offices of the Company or with such banks as may be specified in the notice of meeting, in exchange for an admission ticket. Owners of ADRs may make special arrangements with the Depositary for the beneficial owners of such ADRs to attend shareholders’ meetings, but not to vote at or formally address such meetings. The procedures for making such arrangements will be specified in the notice of such meeting to be mailed by the Depositary to the owners of ADRs. Shareholders may appoint proxies by delivering in writing an appropriate power of attorney to the Company. Directors, auditors and employees of the Company or of any of its subsidiaries may not be proxies and any one proxy cannot represent more than 20 shareholders. Pre-emptive Rights — Pursuant to Italian law, holders of Ordinary Shares or of debentures convertible into shares, if any exist, are entitled to subscribe for the issuance of shares, debentures convertible into shares and rights to subscribe for shares, in proportion to their holdings, unless such issues are for non-cash consideration or pre-emptive rights are waived or limited and such waiver or limitation is required in the interest of the Company. There can be no assurance that the holders of ADSs may be able to exercise fully any pre-emptive rights pertaining to Ordinary Shares. Preference Shares. Other Securities — The Company’s By-laws allow the Company to issue preference shares with limited voting rights, to issue other classes of equity securities with different economic and voting rights, to issue so-called participation certificates with limited voting rights, as well as so-called tracking stock. The power to issue such financial instruments is attributed to the extraordinary meeting of shareholders. The Company, by resolution of the board of directors, may issue debt securities non-convertible into shares, while it may issue debt securities convertible into shares through a resolution of an extraordinary shareholders’ meeting. Segregation of Assets and Proceeds — The Company, by means of an extraordinary shareholders’ meeting resolution, may approve the segregation of certain assets into one or more separate pools. Such pools of assets may have an aggregate value not exceeding 10% of the shareholders’ equity of the company. Each pool of assets must be used exclusively for the carrying out of a specific business and may not be attached by the general creditors of the Company. Similarly, creditors with respect to such specific business may only attach those assets of the Company that are included in the corresponding pool. Tort creditors, on the other hand, may always attach any assets of the Company. The Company may issue securities carrying economic and administrative rights relating to a pool. In addition, financing agreements relating to the funding of a specific business may provide that the proceeds of such business be used exclusively to repay the financing. Such proceeds may be attached only by the financing party and such financing party would have no recourse against other assets of the Company. 62 Liquidation Rights — Pursuant to Italian law and subject to the satisfaction of the claims of all other creditors, shareholders are entitled to a distribution in liquidation that is equal to the nominal value of their shares (to the extent available out of the net assets of the Company). Holders of preferred shares, if any such shares are issued in the future by the Company, may be entitled to a priority right to any such distribution from liquidation up to their par value. Thereafter, all shareholders would rank equally in their claims to the distribution or surplus assets, if any. Ordinary Shares rank pari passu among themselves in liquidation. Purchase of Shares by the Company — The Company is permitted to purchase shares, subject to certain conditions and limitations provided for by Italian law. Shares may only be purchased out of profits available for dividends or out of distributable reserves, in each case as appearing on the latest shareholder-approved stand-alone financial statements. Further, the Company may only repurchase fully paid-in shares. Such purchases must be authorized by the Assembly of Shareholders at an ordinary shareholders’ meeting. The aggregate purchase price of such shares may not exceed the earnings reserve specifically approved by shareholders. Shares held in violation of the above conditions and limitations must be sold within one year of the date of purchase. Similar limitations apply with respect to purchases of the Company’s shares by its subsidiaries. A corresponding reserve equal to the purchase price of such shares must be created in the balance sheet, and such reserve is not available for distribution, unless such shares are sold or cancelled. Shares purchased and held by the Company may be resold only pursuant to a resolution adopted at an ordinary shareholders’ meeting. The voting rights attaching to the shares held by the Company or its subsidiaries cannot be exercised, but the shares are counted for quorum purposes in shareholders’ meetings. Dividends and pre-emptive rights attaching to such shares will accrue to the benefit of other shareholders. In May 2009, the ordinary shareholders’ meeting of the Company approved a share buyback program as proposed by the board of directors. As of the date hereof, the share buyback program has not been implemented and, in accordance with its terms, the Company is no longer able to purchase its shares as part of the aforementioned share buyback program. The Company does not own any of its ordinary shares. Notification of the Acquisition of Shares — In accordance with Italian antitrust laws, the Italian Antitrust Authority is required to prohibit the acquisition of control in a company which would thereby create or strengthen a dominant position in the domestic market or a significant part thereof and which would result in the elimination or substantial reduction, on a lasting basis, of competition, provided that certain turnover thresholds are exceeded. However, if the turnover of the acquiring party and the company to be acquired exceed certain other monetary thresholds, the antitrust review of the acquisition falls within the exclusive jurisdiction of the European Commission. Minority Shareholders’ Rights. Withdrawal Rights — Shareholders’ resolutions which are not adopted in conformity with applicable law or the Company’s By-laws may be challenged (with certain limitations and exceptions) within ninety days by absent, dissenting or abstaining shareholders representing individually or in the aggregate at least 5% of Company’s share capital (as well as by the board of directors or the board of statutory auditors). Shareholders not reaching this threshold or shareholders not entitled to vote at Company’s meetings may only claim damages deriving from the resolution. Dissenting or absent shareholders may require the Company to buy back their shares as a result of shareholders’ resolutions approving, among others things, material modifications of the Company’s corporate purpose or of the voting rights of its shares, the transformation of the Company from a stock corporation into a different legal entity, or the transfer of the Company’s registered office outside Italy. The buy-back would occur at a price established by the board of directors, upon consultation with the board of statutory auditors and the Company’s external auditor, having regard to the net assets value of the Company, its prospective earnings and the market value of its shares, if any. The Company’s By-laws may set forth different criteria to determine the consideration to be paid to dissenting shareholders in such buy-backs. Each shareholder may bring to the attention of the board of statutory auditors facts or actions which are deemed wrongful. If such shareholders represent more than 5% of the share capital of the Company, the board of statutory auditors must investigate without delay and report its findings and recommendations to the shareholders’ meeting. Shareholders representing more than 10% of the Company’s share capital have the right to report to a competent court serious breaches of the duties of the directors, which may be prejudicial to the Company or to its subsidiaries. In addition, shareholders representing at least 20% of the Company’s share capital may commence derivative suits before a competent court against its directors, statutory auditors and general managers. The Company may waive or settle the suit unless shareholders holding at least 20% of the shares vote against such waiver or settlement. The Company will reimburse the legal costs of such action in the event that the claim of such shareholders is successful and the court does not award such costs against the relevant directors, statutory auditors or general managers. 63 Any dispute arising out of or in connection with the By-Laws that may arise between the Company and its shareholders, directors, or liquidators shall fall under the exclusive jurisdiction of the Tribunal of Bari (Italy). Liability for Mismanagement of Subsidiaries — Under Italian law, companies and other legal entities that, acting in their own interest or the interest of third parties, mismanage a company subject to their direction and coordination powers are liable to such company’s shareholders and creditors for ensuing damages suffered by such shareholders. This liability is excluded if (i) the ensuing damage is fully eliminated, including through subsequent transactions, or (ii) the damage is effectively offset by the global benefits deriving in general to the company from the continuing exercise of such direction and coordination powers. Direction and coordination powers are presumed to exist, among other things, with respect to consolidated subsidiaries. The Company is subject to the direction and coordination of INVEST 2003 S.r.l. Material Contracts In the two years immediately preceding the filing of this Annual Report on Form 20-F, neither the Company nor any member of the group has been a party to a material contract, other than contracts entered into in the ordinary course of business and the contracts described immediately below: • An agreement with Banca Popolare di Puglia and Basilicata to support investment in the Puglia and Basilicata regions for a total amount of €7.5 million, dated June 29th, 2015; • An agreement with Banca IMI, Intesa San Paolo for the “without recourse” factoring of export-related financial receivables for €35 million, dated July 7th, 2015; • An agreement with Eximbank and Italsofa Romania for a loan guaranteeing a credit line of €10 million for the Natuzzi Group’s Romanian facility, dated August 4th, 2015. Italsofa Romania’s credit line will be used to fund working capital and for the acquisition of new and more modern machinery for the joinery section and the purchase of the equipment required for the new production process; • The “Development Contract” was signed on September 23, 2015 for the “sofa district”, paving the way for the innovation, research and production development required by Natuzzi to fully recover manufacturing competitiveness in Italy and protect jobs and skill levels in the region. The contract is an addendum to the Master Agreement, dated February 8, 2013, under which the parties supported Natuzzi S.p.A.’s investment program to be rolled out in the “Jesce1” and “La Martella” industrial complexes of Matera, “Jesce2” in Santeramo in Colle (Bari) and in Laterza (Taranto). The long-term project is worth a total of €49 million, with the provision of funding of up to a maximum €37 million by the State and Regions on conclusion of the preliminary phase. Exchange Controls There are currently no exchange controls, as such, in Italy restricting rights deriving from the ownership of shares. Residents and non-residents of Italy may hold foreign currency and foreign securities of any kind, within and outside Italy. Non- residents may invest in Italian securities without restriction and may transfer to and from Italy cash, instruments of credit and securities, in both foreign currency and Euro, representing interest, dividends, other asset distributions and the proceeds of any dispositions. Certain procedural requirements, however, are imposed by law. Regulations on the use of cash and bearer securities are contained in the legislative decree No.231 of November 21, 2007, as amended from time to time, which implemented in Italy the European directives on anti-money laundering No. 2005/60 and 2006/70. Such legislation requires that transfers of cash or bearer bank or postal passbooks or bearer instruments in Euro or in foreign currency, effected for whatsoever reason between different parties, shall be carried out by means of credit institutions and any other authorized intermediaries when the total amount of the value to be transferred is equal to or more than €1,000. Credit institutions and other intermediaries effecting such transactions on behalf of residents or non-residents of Italy are required to maintain records of such transactions for ten years, which may be inspected at any time by Italian tax and judicial authorities. Non-compliance with the reporting and record-keeping requirements may result in administrative fines or, in the case of false reporting and in certain cases of incomplete reporting, criminal penalties. The Bank of Italy is required to maintain reports for ten years and may use them, directly or through other government offices, to police money laundering, tax evasion and any other unlawful activity. 64 Individuals, non-profit entities and partnerships that are residents of Italy must disclose on their annual tax returns all investments and financial assets held outside Italy. Such obligation lies also on the aforesaid resident taxpayers who, even if do not own directly investments and financial assets held abroad, qualify as “beneficial owner” of the same. No such tax disclosure is required in respect of securities deposited for management with qualified Italian financial intermediaries and in respect of contracts entered into through their intervention, provided that the items of income derived from such foreign financial assets are collected through the intervention of the same intermediaries. Corporate residents of Italy are exempt from these tax disclosure requirements with respect to their annual tax returns because this information is required to be disclosed in their financial statements. There can be no assurance that the current regulatory environment in or outside Italy will persist or that particular policies presently in effect will be maintained, although Italy is required to maintain certain regulations and policies by virtue of its membership of the EU and other international organizations and its adherence to various bilateral and multilateral international agreements. Taxation The following is a summary of certain U.S. federal and Italian tax matters. The summary contains a description of the principal U.S. federal and Italian tax consequences of the purchase, ownership and disposition of Ordinary Shares or ADSs by a holder who is a citizen or resident of the United States or a U.S. corporation or who otherwise will be subject to U.S. federal income tax on a net income basis in respect of the Ordinary Shares or ADSs. The summary is not a comprehensive description of all of the tax considerations that may be relevant to a decision to purchase or hold Ordinary Shares or ADSs. In particular, the summary deals only with beneficial owners who will hold Ordinary Shares or ADSs as capital assets and does not address the tax treatment of a beneficial owner who owns 10% or more of the voting shares of the Company or who may be subject to special tax rules, such as banks, tax- exempt entities, insurance companies, partners or partnerships therein, or dealers in securities or currencies, or persons that will hold Ordinary Shares or ADSs as a position in a “straddle” for tax purposes or as part of a “constructive sale” or a “conversion” transaction or other integrated investment comprised of Ordinary Shares or ADSs and one or more other investments. The summary does not discuss the treatment of Ordinary Shares or ADSs that are held in connection with a permanent establishment through which a non- resident beneficial owner carries on business or performs personal services in Italy. The summary is based upon tax laws and practice of the United States and Italy in effect on the date of this Annual Report, which are subject to change. Investors and prospective investors in Ordinary Shares or ADSs should consult their own advisors as to the U.S., Italian or other tax consequences of the purchase, beneficial ownership and disposition of Ordinary Shares or ADSs, including, in particular, the effect of any state or local tax laws. For purposes of the summary, beneficial owners of Ordinary Shares or ADSs who are considered residents of the United States for purposes of the current income tax convention between the United States and Italy (the “Income Tax Convention”), and are not subject to an anti-treaty shopping provision that applies in limited circumstances, are referred to as “U.S. owners”. Beneficial owners who are citizens or residents of the United States, corporations organized under U.S. law, and U.S. partnerships, estates or trusts (to the extent their income is subject to U.S. tax either directly or in the hands of partners or beneficiaries) generally will be considered to be residents of the United States under the Income Tax Convention. Special rules apply to U.S. owners who are also residents of Italy, according to the Income Tax Convention. For the purpose of the Income Tax Convention and the United States Internal Revenue Code of 1986, as amended, beneficial owners of ADRs evidencing ADSs will be treated as the beneficial owners of the Ordinary Shares represented by those ADSs. Taxation of Dividends i) Italian Tax Considerations — As a general rule, Italian laws provide for the withholding of income tax on dividends paid by Italian companies to shareholders who are not residents of Italy for tax purposes, currently levied at a 26% rate. Italian laws provide a mechanism under which non-resident shareholders can claim a refund, up to 11/26 of Italian withholding taxes on dividend income by establishing to the Italian tax authorities that the dividend income was subject to income tax in another jurisdiction in an amount at least equal to the total refund claimed. U.S. owners should consult their own tax advisers concerning the possible availability of this refund, which traditionally has been payable only after extensive delays. Alternatively, reduced rates (normally 15%) may apply to non-resident shareholders who are entitled to, and comply with procedures for claiming, benefits under an income tax convention. 65 Under the Income Tax Convention, dividends derived and beneficially owned by U.S. owners are subject to an Italian withholding tax at a reduced rate of 15%. However, the amount initially made available to the Depositary for payment to U.S. owners will reflect withholding at the 26% rate. U.S. owners who comply with the certification procedures described below may then claim an additional payment of 11% of the dividend (representing the difference between the 26% rate, and the 15% rate, and referred to herein as a “treaty refund”). This certification procedure will require U.S. owners (i) to obtain from the U.S. Internal Revenue Service (“IRS”) a form of certification required by the Italian tax authorities (IRS Form 6166), unless a previously filed certification is effective on the dividend payment date (such certificates, filed together with the statement indicated under (ii) below, should be effective until the end of the fiscal year for which the statement was originally filed), (ii) to produce a statement in accordance with the Italian tax authorities decree of July 10, 2013, whereby the U.S. owner represents to be a U.S. owner individual or corporation with no permanent establishment in Italy, and (iii) to set forth other required information. IRS Form 6166 may be obtained by filing a request for certification on IRS Form 8802. (Additional information, including IRS Form 8802, can be obtained from the IRS website at www.irs.gov. Information appearing on the IRS website is not incorporated by reference into this document.) The time for processing requests for certification by the IRS normally is 30 to 45 days. Accordingly, in order to be eligible for the procedure described below, U.S. owners should begin the process of obtaining certificates as soon as possible after receiving instructions from the Depositary on how to claim a treaty refund. The Depositary’s instructions will specify certain deadlines for delivering to the Depositary the documentation required to obtain a treaty refund, including the certification that the U.S. owners must obtain from the IRS. In the case of ADSs held by U.S. owners through a broker or other financial intermediary, the required documentation should be delivered to such financial intermediary for transmission to the Depositary. In all other cases, the U.S. owners should deliver the required documentation directly to the Depositary. The Company and the Depositary have agreed that if the required documentation is received by the Depositary on or within 30 days after the dividend payment date and, in the reasonable judgment of the Company, such documentation satisfies the requirements for a refund by the Company of Italian withholding tax under the Convention and applicable law, the Company will within 45 days thereafter pay the treaty refund to the Depositary for the benefit of the U.S. owners entitled thereto. If the Depositary does not receive a U.S. owner’s required documentation within 30 days after the dividend payment date, such U.S. owner may for a short grace period (specified in the Depositary’s instructions) continue to claim a treaty refund by delivering the required documentation (either through the U.S. owner’s financial intermediary or directly, as the case may be) to the Depositary. However, after this grace period, the treaty refund must be claimed directly from the Italian tax authorities rather than through the Depositary. Expenses and extensive delays have been encountered by U.S. owners seeking refunds from the Italian tax authorities. Distributions of profits in kind will be subject to withholding tax. In that case, prior to receiving the distribution, the holder will be required to provide the Company with the funds to pay the relevant withholding tax. ii)United States Tax Considerations — The gross amount of any dividends (that is, the amount before reduction for Italian withholding tax) paid to a U.S. owner generally will be subject to U.S. federal income taxation as foreign-source dividend income and will not be eligible for the dividends-received deduction allowed to domestic corporations. Dividends paid in Euro will be included in the income of such U.S. owners in a dollar amount calculated by reference to the exchange rate in effect on the day the dividends are received by the Depositary or its agent. If the Euro are converted into dollars on the day the Depositary or its agent receives them, U.S. owners generally should not be required to recognize foreign currency gain or loss in respect of the dividend income. U.S. owners who receive a treaty refund may be required to recognize foreign currency gain or loss to the extent the amount of the treaty refund (in dollars) received by the U.S. owner differs from the U.S. dollar equivalent of the Euro amount of the treaty refund on the date the dividends were received by the Depositary or its agent. Italian withholding tax at the 15% rate will be treated as a foreign income tax which U.S. owners may elect to deduct in computing their taxable income or, subject to the limitations on foreign tax credits generally, credit against their U.S. federal income tax liability. The rules governing the foreign tax credit are complex and U.S. owners are urged to consult their own tax advisers in this regard. Dividends will generally constitute foreign-source “passive category” income for U.S. tax purposes. Subject to certain exceptions for short-term and hedged positions, the U.S. dollar amount of dividends received by an individual with respect to the Ordinary Shares or ADSs will be subject to taxation at reduced rates if the dividends are “qualified dividends”. Dividends paid on the Ordinary Shares or ADSs will be treated as qualified dividends if (i) the Company is eligible for the benefits of a comprehensive income tax treaty with the United States that the IRS has approved for the purposes of the qualified dividend rules and (ii) the Company was not, in the year prior to the year in which the dividend was paid, and is not, in the year in which the dividend is paid, a passive foreign investment company (“PFIC”). The Income Tax Convention has been approved for the purposes of the qualified dividend rules, and the Company believes it is eligible for the benefits of the Income Tax Convention. Based on the Company’s audited financial statements and relevant market and shareholder data, the Company believes that it was not treated 66 as a PFIC for U.S. federal income tax purposes with respect to its 2014 or 2015 taxable year. In addition, based on the Company’s audited financial statements and its current expectations regarding the value and nature of its assets, the sources and nature of its income, and relevant market and shareholder data, the Company does not anticipate becoming a PFIC for its 2016 taxable year. The U.S. Treasury has announced its intention to promulgate rules pursuant to which holders of ADSs or common stock and intermediaries through whom such securities are held will be permitted to rely on certifications from issuers to treat dividends as qualified for tax reporting purposes. Because such procedures have not yet been issued, it is not clear whether the Company will be able to comply with the procedures. Holders of Ordinary Shares and ADSs should consult their own tax advisers regarding the availability of the reduced dividend tax rate in the light of the considerations discussed above and their own particular circumstances. Foreign tax credits may not be allowed for withholding taxes imposed in respect of certain short-term or hedged positions in securities or in respect of arrangements in which a U.S. owner’s expected economic profit is insubstantial. U.S. owners should consult their own advisers concerning the implications of these rules in light of their particular circumstances. A beneficial owner of Ordinary Shares or ADSs who is, with respect to the United States, a foreign corporation or a nonresident alien individual, generally will not be subject to U.S. federal income tax on dividends received on Ordinary Shares or ADSs, unless such income is effectively connected with the conduct by the beneficial owner of a trade or business in the United States. Taxation of Capital Gains i) Italian Tax Considerations — Under Italian law, capital gains tax (“CGT”) is generally levied on capital gains realized by non-residents from the disposal of shares in companies resident in Italy for tax purposes even if those shares are held outside of Italy. However, capital gains realized by non-resident holders on the sale of non-qualified shareholdings (as defined below) in companies listed on a stock exchange and resident in Italy for tax purposes (as is the Company’s case) are not subject to CGT. In order to benefit from this exemption, such non-Italian-resident holders may need to file a certificate evidencing their residence outside of Italy for tax purposes. A “qualified shareholding” consists of securities that entitle the holder to exercise more than 2% of the voting rights of a company with shares listed on a stock exchange in the ordinary meeting of the shareholders or represent more than 5% of the share capital of a company with shares listed on a stock exchange. A “non-qualified shareholding” is any shareholding that does not exceed either of these thresholds. The relevant percentage is calculated taking into account the shareholdings sold during the prior 12-month period. Capital gains realized upon disposal of a “qualified” shareholding are partially included in the shareholders’ taxable income, for an amount equal to 49.72% with respect to capital gains realized as of January 1, 2009. If a taxpayer realizes taxable capital gains in excess of 49.72% of capital losses of a similar nature incurred in the same tax year, such excess amount is included in his total taxable income. If 49.72% of such taxpayer’s capital losses exceeds its taxable capital gains, then the excess amount can be carried forward and deducted from the taxable amount of similar capital gains realized by such person in the following tax years, up to the fourth, provided that it is reported in the tax report in the year of disposal. Based on the newly enacted Stability Law for 2016, the ordinary Corporate Income Tax rate shall decrease from 27.5% to 24% as of Fiscal Year 2017; as a consequence thereof, said 49.72% ratio is expected to be modified accordingly. The above is subject to any provisions of an income tax treaty entered into by the Republic of Italy, if the income tax treaty provisions are more favorable. The majority of double tax treaties entered into by Italy, including the Income Tax Convention, in accordance with the OECD Model tax convention, provide that capital gains realized from the disposition of Italian securities are subject to CGT only in the country of residence of the seller. The Income Tax Convention between Italy and the U.S. provides that a U.S. owner is not subject to the Italian CGT on the disposal of shares, provided that the shares are not held through part of a permanent establishment of the U.S. owner in Italy. ii) United States Tax Considerations — Gain or loss realized by a U.S. owner on the sale or other disposition of Ordinary Shares or ADSs will be subject to U.S. federal income taxation as capital gain or loss in an amount equal to the difference between the U.S. owner’s basis in the Ordinary Shares or the ADSs and the amount realized on the disposition (or its dollar equivalent, determined at the spot rate on the date of disposition, if the amount realized is denominated in a foreign currency). Any such gain or loss generally would be treated as arising from sources within the United States. Such gain or loss will generally be long- term capital gain or loss if the U.S. owner holds the Ordinary Shares or ADSs for more than one year. The net amount of long-term capital gain recognized by a U.S. owner that is an individual holder generally is subject to taxation at a reduced rate. The ability to offset capital losses against ordinary income is subject to limitations. Deposits and withdrawals of Ordinary Shares by U.S. owners in exchange for ADSs will not result in the realization of gain or loss for U.S. federal income tax purposes. 67 A beneficial owner of Ordinary Shares or ADSs who is, with respect to the United States, a foreign corporation or a nonresident alien individual will not be subject to U.S. federal income tax on gain realized on the sale of Ordinary Shares or ADSs, unless (i) such gain is effectively connected with the conduct by the beneficial owner of a trade or business in the United States or (ii), in the case of gain realized by an individual beneficial owner, the beneficial owner is present in the United States for 183 days or more in the taxable year of the sale and certain other conditions are met. Taxation of Distributions from Capital Reserves Italian Tax Considerations — Special rules apply to the distribution of certain capital reserves. Under certain circumstances, such a distribution may be considered as taxable income in the hands of the recipient depending on the existence of current profits or outstanding reserves at the time of distribution and the actual nature of the reserves distributed. The application of such rules may also have an impact on the tax basis in the Ordinary Shares or ADSs held and/or the characterization of any taxable income received and the tax regime applicable to it. Non-resident shareholders may be subject to withholding tax and CGT as a result of such rules. You should consult your tax adviser in connection with any distribution of capital reserves. Other Italian Taxes Estate and Inheritance Tax — A transfer of Ordinary Shares or ADSs by reason of death or gift is subject to an inheritance and gift tax levied on the value of the inheritance or gift, as follows: • Transfers to a spouse or direct descendants or ancestors up to €1,000,000 to each beneficiary are exempt from inheritance and gift tax. Transfers in excess of such threshold will be taxed at a 4% rate on the value of the Ordinary Shares or ADSs exceeding such threshold; • Transfers between relatives within the fourth degree other than siblings, and direct or indirect relatives-in-law within the third degree are taxed at a rate of 6% on the value of the Ordinary Shares or ADSs (where transfers between siblings up to a maximum value of €100,000 for each beneficiary are exempt from inheritance and gift tax); and • Transfers by reason of gift or death of Ordinary Shares or ADSs to persons other than those described above will be taxed at a rate of 8% on the value of the Ordinary Shares or ADSs. If the beneficiary of any such transfer is a disabled individual, whose handicap is recognized pursuant to Law No. 104 of February 5, 1992, the tax is applied only on the value of the assets received in excess of €1,500,000 at the rates illustrated above, depending on the type of relationship existing between the deceased or donor and the beneficiary. The tax regime described above will not prevent the application, if more favorable to the taxpayer, of any different provisions of a bilateral tax treaty, including the convention between Italy and the United States against double taxation with respect to taxes on estates and inheritances, pursuant to which non-Italian resident shareholders are generally entitled to a tax credit for any estate and inheritance taxes possibly applied in Italy. Italian Financial Transaction Tax — In December 2012, Italy introduced a financial transaction tax (the “IFTT”), which, beginning March 1, 2013, is applicable, among other transactions, to all trades entailing the transfer of title of (i) shares or equity-like financial instruments issued by companies resident in Italy, such as the Ordinary Shares; and (ii) securities representing the shares and financial instruments under (i) above (including depositary receipts such as the ADSs), regardless of the residence of the issuer. The IFTT may also apply to the transfer of Ordinary Shares and ADSs by a U.S. resident. The IFTT will apply at a rate of 0.2% for over-the-counter transactions, reduced to 0.1% for trades executed on a regulated market or multilateral trading facility. The New York Stock Exchange should qualify as a regulated market for such purposes. The rules governing the IFTT are fairly complex and still subject to further clarification to be issued by the Italian tax authorities. As to its basic features, it should be noted that the IFTT (i) is levied on a tax base equal to (x) the market value (calculated by taking the net balance of daily trades on the relevant securities) or, in the absence of any such market value, (y) the consideration paid for each trade; and (ii) is borne by the purchaser but is collected by the financial intermediaries (including non-resident financial intermediaries) intervening in the relevant trades. 68 However, a number of exemptions apply, including with respect to trades of securities issued by companies having an average market capitalization lower than €500 million in the month of November of the year preceding the year in which the trade takes place. Companies, the securities of which are listed on a foreign regulated market, and which could benefit from this exemption, such as the Company, need a confirmation from the Italian Ministry of Economy and Finance: such companies must communicate their market capitalization for each tax year to the Ministry , which will then prepare a list of the companies in relation to which the exemption applies. EU Financial Transaction Tax — On February 14, 2013, the European Commission proposed the implementation of the EU FTT (see “Item 3. Key Information—Risk Factors”) that may also apply to the transfer of Ordinary Shares and ADSs by a U.S. resident. This directive has been modified by the European Commission. However, the related EU directive has not yet been enacted. Moreover, the implementation of the proposed EU FTT may also affect the IFTT, as described above. United States Information Reporting and Backup Withholding Requirements — In general, information reporting requirements will apply to payments by a paying agent within the United States to a non-corporate (or other non-exempt) U.S. owner of dividends in respect of the Company Shares or ADSs, or the proceeds received on the sale or other disposition of the Company Shares or ADSs. Backup withholding may apply to such amounts if the U.S. owner fails to provide an accurate taxpayer identification number to the paying agent on a properly completed IRS Form W-9 or otherwise comply with the applicable requirements of the backup withholding rules. Amounts withheld as backup withholding will be creditable against the U.S. owner’s U.S. federal income tax liability, provided that the required information is timely furnished to the IRS. Documents on Display The Company is subject to the information reporting requirements of the Exchange applicable to foreign private issuers. In accordance therewith, the Company is required to file reports, including annual reports on Form 20-F, and other information with the U.S. Securities and Exchange Commission. These materials, including this Annual Report, are available for inspection and copying at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the Commission at 1-800- SEC-0330 for further information on the public reference room. As a foreign private issuer, we have been required to make filings with the SEC by electronic means since November 4, 2002. Any filings we make electronically will be available to the public over the Internet at the SEC’s website at http://www.sec.gov. The Form 20-F and reports and other information filed by the Company with the Commission will also be available for inspection by ADS holders at the Corporate Trust Office of The Bank of New York Mellon at 101 Barclay Street, New York, New York 10286. ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The following discussion of the Group’s risk management activities includes “forward-looking statements” that involve risks and uncertainties. Actual results could differ materially from those projected in the forward looking statements. See “Forward Looking Information.” A significant portion of the Group’s net sales and its costs, are denominated in currencies other than the euro, in particular the U.S. dollar. The Group is exposed to market risks principally from fluctuations in the exchange rates between the Euro and other currencies, including in particular the U.S. dollar, and to a significantly lesser extent, from variations in interest rates. Exchange Rate Risks — The Group’s foreign exchange rate risks in 2015 arose principally in connection with U.S. dollars, British pounds, Canadian dollars, Euro (for the Company’s subsidiary located in Eastern Europe), Australian dollars, Japanese yen, Danish kroner, Swedish kroner, Norwegian kroner and Swiss francs as well as in connection with Chinese yuan, Romanian Leu, Brazilian Reais, Russian Rubles, Indian Rupee, for the Company’s subsidiaries operating in currencies different from the Euro. As of December 31, 2015 and 2014, the Group had outstanding trade receivables denominated in foreign currencies totalling €40.7 million and €61.0 million, respectively, of which 54.3% and 62.6%, respectively, were denominated in U.S. dollars. On those same dates, the Group had €16.3 million and €25.3 million, respectively, of trade payables denominated in foreign currencies, principally U.S. dollars. See Notes 6 and 16 to the Consolidated Financial Statements included in Item 18 of this Annual Report As of December 31, 2015, the Company was a party to a number of currency forward contracts (known in Italy as domestic currency swaps), all of which are designed to hedge future sales denominated in U.S. dollars and other currencies. As of the same date, no option contract was outstanding (as was the case as of December 31, 2014). The Group does not use such foreign exchange contracts for speculative trading purposes. 69 As of December 31, 2015, the notional amount in Euro terms of all of the outstanding currency forward contracts totaled €53.9 million. As of December 31, 2014, the notional amounts of all of the outstanding currency forward contracts totaled €44.7 million. At the end of 2015, such currency forward contracts had notional amounts of British pounds 11.0 million, U.S.$ 17.2 million, €10.0 million, Canadian dollars 16.0 million, Australian dollars 4.0 million, Japanese yen 270.0 million, Danish kroner 4.7 million, and Swedish kroner 3.7 million. All of these forward contracts had various maturities extending through June 2016. See Note 29 to the Consolidated Financial Statements included in Item 18 of this Annual Report. The table below summarizes (in thousands of Euro equivalent) the contractual amounts of currency forward contracts (no options were outstanding) intended to hedge future cash flows from accounts receivable and sales orders as of December 31, 2015 and 2014: 2014 December 31, 2015 € Euro equivalent of contractual amounts of currency forward contracts as of: U.S. dollars ................................................................................................................................................................................................................. British pounds ............................................................................................................................................................................................................ Euro* .......................................................................................................................................................................................................................... Canadian dollars ......................................................................................................................................................................................................... Australian dollars ....................................................................................................................................................................................................... Japanese yen ............................................................................................................................................................................................................... Danish Kroner ............................................................................................................................................................................................................ Swedish kroner ........................................................................................................................................................................................................... Norwegian kroner....................................................................................................................................................................................................... Swiss francs ................................................................................................................................................................................................................ Total ................................................................................................................................................................................................................. 15,523 € 15,159 9,818 7,777 2,558 2,038 624 395 0 0 9,178 9,512 9,896 11,519 2,103 2,099 0 387 0 0 44,694 53,892 € € * Used by the Group’s Romanian subsidiary to hedge its net collections denominated in Euro vs. RON. As of December 31, 2015, these forward contracts had a net unrealized loss of €0.1 million, compared to a net unrealized loss of €0.3 million as of December 31, 2014. The Group recorded this amount in “other income (expense), net” in its Consolidated Financial Statements. See Note 29 to the Consolidated Financial Statements included in Item 18 of this Annual Report. The following table presents information regarding the contract amount in thousands of Euro equivalent and the estimated fair value of all of the Group’s foreign exchange contracts: contracts with unrealized gains are presented as “assets” and contracts with unrealized losses are presented as “liabilities.” December 31, 2015 Contract Amount Unrealized gains (losses) December 31, 2014 Contract Amount Unrealized gains (losses) Assets ......................................................................................................................................................................................................................... 20,734 Liabilities .................................................................................................................................................................................................................... 33,158 53,892 € Total ........................................................................................................................................................................................................................... 11,212 33,482 44,694 € 312 (583) (271) 199 (293) (94) € € The Group’s foreign currency forward contracts as of December 31, 2015 had maturities of a maximum of six months. The potential loss in fair value of all of the Group’s forward contracts outstanding as of December 31, 2015 that would have resulted from a hypothetical, instantaneous and unfavorable 10% change in currency exchange rates would have been approximately €6.6 million. This sensitivity analysis assumes an instantaneous and unfavorable 10% fluctuation in exchange rates affecting the foreign currencies of all of the Group’s hedging contracts outstanding as of the end of 2015. For the accounting of transactions entered into in an effort to reduce the Group’s exchange rate risks, see Notes 3 and 29 to the Consolidated Financial Statements included in Item 18 of this Annual Report. At December 31, 2015, the Group had approximately €29 million in cash and cash equivalents held in Chinese yuan (€19 million as at December 31, 2014). Exchange rate fluctuations in respect of this amount could have significant positive or negative effects on our results of operations in future periods. Interest Rate Risk — To a significantly lesser extent, the Group is also exposed to interest rate risk. As of December 31, 2015, the Group had €38 million (equivalent to 11.2% of the Group’s total assets as of the same date) in debt outstanding (bank overdrafts and long-term debt, including the current portion of such debt), which is for the most part subject to floating interest rates. See Notes 15 and 20 to the Consolidated Financial Statements included in Item 18 of this Annual Report. 70 In the normal course of business, the Group also faces risks that are either non-financial or non-quantifiable. Such risks principally include country risk, credit risk and legal risk. ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES ITEM 12A. DEBT SECURITIES Not applicable. ITEM 12B. WARRANTS AND RIGHTS Not applicable. ITEM 12C. OTHER SECURITIES Not applicable. ITEM 12D. AMERICAN DEPOSITARY SHARES Fees paid by ADR holders — The Bank of New York Mellon, as the Depositary of our ADSs, collects its fees for delivery and surrender of ADSs directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The Depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The Depositary may generally refuse to provide fee-attracting services until its fees for those services are paid. Persons depositing or withdrawing shares must pay: For: $5.00 (or less) per 100 ADSs (or portion of 100 ADSs) A fee for the distribution of proceeds of sales of securities or rights in an amount equal to the lesser of: (i) the fee for the issuance of ADSs referred to above which would have been charged as a result of the deposit by owners of securities (for purposes hereof treating all such securities as if they were shares) or shares received in exercise of rights distributed to them, respectively, but which securities or rights are instead sold by the Depositary and the net proceeds distributed and (ii) the amount of such proceeds Registration or transfer fees Expenses of the Depositary • Depositing or substituting the underlying shares • • Selling or exercising rights Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates • Distribution of securities distributed to holders of deposited securities which are distributed by the Depositary to ADS registered holders • • • Transfer and registration of shares on our share register to or from the name of the Depositary or its agent when holders deposit or withdraw shares Cable, telex and facsimile transmissions (when expressly provided in the deposit agreement) Converting foreign currency to U.S. dollars Taxes and other governmental charges the Depositary or the custodian have to pay on any ADS or share underlying an ADS, for example, stock transfer taxes, stamp duty or withholding taxes • As necessary Any charges incurred by the Depositary or its agents for servicing the deposited securities • As necessary Fees payable by the Depositary to the Company i) Fees incurred in past annual period — From January 1, 2015 to December 31, 2015, the Depositary waived a total of $2,206.52 in administrative fees for routine corporate actions including services relating to Natuzzi’s annual general meeting of shareholders 71 ii) Fees to be paid in the future — The Company does not have any agreements in place with the Depositary for the payment or reimbursement of fees or other direct or indirect payments by the Depositary to the Company in connection with its ADS program. PART II ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES None. ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS None. ITEM 15. CONTROLS AND PROCEDURES (a) Disclosure Controls and Procedures — The Company carried out an evaluation under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of December 31, 2015. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based on the Company’s evaluation of its disclosure controls and procedures, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2015 to provide reasonable assurance that information required to be disclosed in the reports the Company files and submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s applicable rules and forms, and that it is accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. (b) Management’s Annual Report on Internal Control Over Financial Reporting — The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d- 15(f) under the Securities Exchange Act of 1934, as amended. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. Even when determined to be effective, they can provide only reasonable assurance regarding the reliability of financial reporting and the preparation and presentation of financial statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate. To assess the effectiveness of the Company’s internal control over financial reporting, the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, used the criteria described in “2013 Internal Control— Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). The Company’s management assessed the effectiveness of its internal control over financial reporting as of December 31, 2015. Based on such assessment, the Company’s management has concluded that as of December 31, 2015, the Company’s internal control over financial reporting was effective and that there were no material weaknesses in the Company’s internal control over financial reporting. The effectiveness of internal control over financial reporting as of December 31, 2015 has been audited by Ernst & Young, an independent registered public accounting firm, as stated in their report on the Company’s internal control over financial reporting, which follows below. 72 (c) Attestation Report of the Registered Public Accounting Firm REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors and Shareholders of Natuzzi S.p.A. We have audited Natuzzi S.p.A. and subsidiaries’ internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). Natuzzi S.p.A. and subsidiaries’ management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In our opinion, Natuzzi S.p.A. and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Natuzzi S.p.A. and subsidiaries as of December 31, 2015 and 2014 and the related consolidated statements of operations, changes in shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2015 and our report dated May 23, 2016 expressed an unqualified opinion thereon. /s/ Reconta Ernst & Young S.p.A. Bari, Italy May 23, 2016 73 ITEM 16. [RESERVED] ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT The Company has determined that, because of the existence and nature of its board of statutory auditors, it qualifies for an exemption provided by Exchange Act Rule 10A-3(c)(3) from many of the Rule 10A-3 audit committee requirements. The board of statutory auditors has determined that each of its members is an “audit committee financial expert” as defined in Item 16A of Form 20-F. For the names of the members of the board of statutory auditors, see “Item 6. Directors, Senior Management and Employees— Statutory Auditors” and Item 16G. Corporate Governance—Audit Committee and Internal Audit Function.” Each of the audit committee financial experts is independent under the NYSE Independence Standards that would apply to audit committee members in the absence of our reliance on the exemption in Rule 10A-3(c)(3). ITEM 16B. CODE OF ETHICS The Company has adopted a code of ethics, as defined in Item 16B of Form 20-F under the Exchange Act. This code of ethics applies, among others, to the Company’s Chief Executive Officer and Chief Financial Officer. The Company’s code of ethics is downloadable from its website at http://www.natuzzi.com/en-EN/ir/code-of-ethics. If the Company amends the provisions of its code of ethics that apply to the Company’s Chief Executive Officer and Chief Financial Officer, or if the Company grants any waiver of such provisions, it will disclose such amendment or waiver on its website at the same address. ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES Ernst & Young has served as Natuzzi S.p.A.’s principal independent public auditor for fiscal year 2015, 2014 and 2013 for which it audited the consolidated financial statements included in this Annual Report. The following table sets forth the aggregate fees billed and billable to the Company by Ernst & Young in Italy and abroad during the fiscal years ended December 31, 2015 and 2014, for audit fees, audit–related fees, tax fees and all other fees for audit. 2015 2014 Audit fees ............................................................................. Audit-related fees ................................................................. Tax fees ................................................................................ All Other fees ....................................................................... (Expressed in thousands of euros) 800 — 22 6 Total fees .................................................................... 828 600 — — — 600 Audit fees in the above table are the aggregate fees billed and billable in connection with the audit of the Company’s annual financial statements. In particular, 2015 audit fees include the extra fees connected to the postponement of the filing of the current 20-F due to the considerable time and resources spent by the Company in order to complete its assessment on Internal Control over Financial Reporting. Tax and other fees consist of fees billed and billable in connection with professional services rendered for tax compliance and in relation to XBRL related services, respectively. The Company’s board of statutory auditors expressly pre-approves on a case-by-case basis any engagement of our independent auditors for audit and non-audit services provided to our subsidiaries or to us. All services rendered by our independent auditors for audit and non-audit services were pre-approved by our board of statutory auditors in accordance with this policy. ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES. The Company is relying on the exemption from listing standards for audit committees provided by Exchange Act Rule 10A-3(c)(3). The basis for this reliance is that the Company’s board of statutory auditors meets the following requirements set forth in Exchange Act Rule 10A-3(c)(3): 1) 2) 3) the board of statutory auditors is established and selected pursuant to Italian law expressly permitting such a board; the board of statutory auditors is required under Italian law to be separate from the Company’s board of directors; the board of statutory auditors is not elected by management of the Company and no executive officer of the Company is a member of the board of statutory auditors; 74 4) 5) Italian law provides for standards for the independence of the board of statutory auditors from the Company and its management; the board of statutory auditors, in accordance with applicable Italian law and the Company’s governing documents, is responsible, to the extent permitted by Italian law, for the appointment, retention and oversight of the work (including, to the extent permitted by law, the resolution of disagreements between management and the auditor regarding financial reporting) of any registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company, and 6) to the extent permitted by Italian law, the audit committee requirements of paragraphs (b)(3), (b)(4) and (b)(5) of Rule 10A-3 apply to the board of statutory auditors. The Company’s reliance on Rule 10A-3(c)(3) does not, in its opinion, materially adversely affect the ability of its board of statutory auditors to act independently and to satisfy the other requirements of Rule 10A-3. ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS From January 1, 2015 to December 31, 2015, no purchases were made by or on behalf of the Company or any other affiliated purchaser of the Company’s Ordinary Shares or ADSs. ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT In April 2016 the Company conducted a tender process for the Natuzzi Group’s integrated audit contract. As a result of the audit tender process, on April 27, 2016, the shareholders at the Annual General Meeting for the adoption of 2015 financial statements, appointed, as recommended by the Board of Statutory Auditors, KPMG S.p.a. as the Natuzzi Group’s new independent auditor. Accordingly, the engagement of Ernst & Young was not renewed. KPMG will become the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016 and will serve a three-year term as the Company’s auditor. Ernst & Young’s report on the Company’s financial statements for each of the past two years did not contain any adverse opinion or disclaimer of opinion, nor were any of Ernst & Young’s reports qualified or modified with respect to uncertainty, audit scope or accounting principle. In connection with the audit of the Company’s financial statements for the fiscal years ended December 31, 2014 and 2015, and in the subsequent interim period through May 23, 2016, there were no disagreements with Ernst & Young on any matters of accounting principles or practices, financial statement disclosure, or auditing scope and procedures which, if not resolved to the satisfaction of Ernst & Young, would have caused Ernst & Young to make reference to such disagreements in their reports. The Company has provided a copy of this disclosure to Ernst & Young and requested Ernst & Young to furnish us with a letter addressed to the SEC stating whether or not it agrees with the above statements. A copy of Ernst & Young’s letter is filed as Exhibit 15.1 to this Form 20-F. ITEM 16G. CORPORATE GOVERNANCE Under NYSE rules, we are permitted, as a listed foreign private issuer, to adhere to the corporate governance rules of our home country in lieu of certain NYSE corporate governance rules. Corporate governance rules for Italian stock corporations (società per azioni) like the Company, whose shares are not listed on a regulated market in the European Union, are set forth in the Civil Code. As described in more detail below, the Italian corporate governance rules set forth in the Civil Code differ in a number of ways from those applicable to U.S. domestic companies under NYSE listing standards, as set forth in the NYSE Listed Company Manual. As a general rule, our company’s main corporate bodies are governed by the Civil Code and are assigned specific powers and duties that are legally binding and cannot be derogated from. The Company follows the traditional Italian corporate governance system, with a board of directors (consiglio di amministrazione) and a separate board of statutory auditors (collegio sindacale) with supervisory functions. The two boards are separate and no individual may be a member of both boards. Both the members of the board of directors and the members of the board of statutory auditors owe duties of loyalty and care to the Company. As required by Italian law, an external auditing firm (società di revisione) is in charge of auditing the Company’s financial statements. The members of the Company’s board of directors and board of statutory auditors, as well as the external auditor, are directly and separately appointed by shareholder resolution at the general shareholders’ meetings. This system differs from the unitary system envisaged for U.S. domestic companies by the NYSE listing standards, which contemplate the board of directors serving as the sole governing body. 75 Below is a summary of the significant differences between Italian corporate governance rules and practices, as the Company has implemented them, and those applicable to U.S. issuers under NYSE listing standards, as set forth in the NYSE Listed Company Manual. Independent Directors NYSE Domestic Company Standards — The NYSE listing standards applicable to U.S. companies provide that “independent” directors must comprise a majority of the board. In order for a director to be considered “independent,” the board of directors must affirmatively determine that the director has no “material” direct or indirect relationship with the company. These relationships “can include commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationship (among others).” More specifically, a director is not independent if such director or his/her immediate family members has certain specified relationships with the company, its parent, its consolidated subsidiaries, their internal or external auditors, or companies that have significant business relationships with the company, its parent or its consolidated subsidiaries. Ownership of a significant amount of stock is not a per se bar to independence. In addition, a three-year “cooling off” period following the termination of any relationship that compromised a director’s independence must lapse before that director can again be considered independent. Our Practice — The presence of a prescribed number of independent directors on the Company’s board is neither mandated by any Italian law applicable to the Company nor required by the Company’s By-laws. However, Italian law sets forth certain independence requirements applicable to the Company’s statutory auditors. Statutory auditors’ independence is assessed on the basis of the following rules: a person who (i) is a director, or the spouse or a close relative of a director, of the Company or any of its affiliates, or (ii) has an employment or a regular consulting or similar relationship with the Company or any of its affiliates, or (iii) has an economic relationship with the Company or any of its affiliates which might compromise his/her independence, cannot be appointed to the Company’s board of statutory auditors. The law sets forth certain principles aimed at ensuring that any member of the board of statutory auditors who is a chartered public accountant (iscritto nel registro dei revisori contabili) be substantively independent from the company subject to audit and not be in any way involved in the company’s decision-making process. The Civil Code mandates that at least one standing and one alternative member of the board of statutory auditors be a chartered public accountant. Each of the current members of the board of statutory auditors is a chartered public accountant. Executive Sessions NYSE Domestic Company Standards — Non-executive directors of U.S. companies listed on the NYSE must meet regularly in executive sessions, and independent directors should meet alone in an executive session at least once a year. Our Practice — Under the laws of Italy, neither non-executive directors nor independent directors are required to meet in executive sessions. The members of the Company’s board of statutory auditors are required to meet at least every 90 days. Audit Committee and Internal Audit Function NYSE Domestic Company Standards — U.S. companies listed on the NYSE are required to establish an audit committee that satisfies the requirements of Rule 10A-3 under the Exchange Act and certain additional requirements set by the NYSE. In particular, all members of this committee must be independent and the committee must adopt a written charter. The committee’s prescribed responsibilities include (i) the appointment, compensation, retention and oversight of the external auditors; (ii) establishing procedures for the handling of “whistle blower” complaints; (iii) discussion of financial reporting and internal control issues and critical accounting policies (including through executive sessions with the external auditors); (iv) the approval of audit and non-audit services performed by the external auditors and (v) the adoption of an annual performance evaluation. A company must also have an internal audit function, which may be outsourced, except to the independent auditor. Our Practice — Rule 10A-3 under the Exchange Act provides that foreign private issuers with a board of statutory auditors established in accordance with local law or listing requirements and meeting specified requirements with regard to independence and responsibilities (including the performance of most of the specific tasks assigned to audit committees by Rule 10A- 3, to the extent permitted by local law) (the “Statutory Auditor Requirements”) are exempt from the audit committee requirements established by the rule. The Company is relying on this exemption on the basis of its separate board of statutory auditors, which is permitted by the Civil Code and which satisfies the Statutory Auditor Requirements. Nevertheless our board of statutory auditors, consisting of independent and highly professional experts, complies with the requirements indicated at points (i), (iii) and (iv) of the preceding paragraph. The Company also has an internal audit function, which has not been outsourced. 76 Compensation Committee NYSE Domestic Company Standards — Under NYSE standards, the compensation of the CEO of U.S. domestic companies must be approved by a compensation committee (or equivalent) comprised solely of independent directors. The compensation committee must also make recommendations to the board of directors with regard to the compensation of other officers, incentive compensation plans and equity-based plans. Disclosure of individual management compensation information for these companies is mandated by the Exchange Act’s proxy rules, from which foreign private issuers are generally exempt. Our Practice — The Company has not established a compensation committee. As a matter of Italian law and under our by-laws, the compensation of executive directors, including the CEO, is determined by the board of directors, after consultation with the board of statutory auditors, within a maximum amount established by the Company’s shareholders, while the Company’s shareholders determine the base compensation for all Board members, including non-executive directors. Compensation of the Company’s executive officers is determined by the Chief Executive Officer. The Company does not produce a compensation report. However, the Company discloses aggregate compensation of all of its directors and officers as well as individual compensation of each director in Item 6 of its Annual Report. Nominating Committee NYSE Domestic Company Standards — Under NYSE standards, a domestic company must have a nominating committee (or equivalent) comprised solely of independent directors, which is responsible for nominating directors. Our Practice — As allowed by Italian laws, the Company has not established a nominating committee (or equivalent) responsible for nominating its directors. Directors may be nominated by any of the Company’s shareholders or the Company’s board of directors. Mr. Natuzzi, by virtue of owning a majority of the outstanding shares of the Company, controls the Company, including its management and the selection of its board of directors. Corporate Governance and Code of Ethics NYSE Domestic Company Standards — Under NYSE standards, a company must adopt governance guidelines and a code of business conduct and ethics for directors, officers and employees. A company must also publish these items on its website and provide printed copies on request. Section 406 of the Sarbanes-Oxley Act requires a company to disclose whether it has adopted a code of ethics for its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, and if not, the reasons why it has not done so. The NYSE listing standards applicable to U.S. companies provide that codes of conduct and ethics should address, at a minimum, conflicts of interest; corporate opportunities; confidentiality; fair dealing; protection and use of company assets; legal compliance; and reporting of illegal and unethical behavior. Corporate governance guidelines must address, at a minimum, directors’ qualifications, responsibilities and compensation; access to management and independent advisers; management succession; director orientation and continuing education; and annual performance evaluation of the board. Our Practice — In January 2011, the Company’s board of directors approved the adoption of a compliance program to prevent certain criminal offenses, according to the Italian Decree 231/2001. The Company has adopted a code of ethics that applies to all employees of the Company, including the Company’s Chief Executive Officer, Chief Financial Officer, and principal accounting officer. The Company believes that its code of ethics and the conduct and procedures adopted by the Company address the relevant issues contemplated by the NYSE standards applicable to U.S. companies noted above. Certifications as to Violations of NYSE Standards NYSE Domestic Company Standards — Under NYSE listing standards, the CEO of a U.S. company listed on the NYSE must certify annually to the NYSE that he or she is not aware of any violation by the company of the NYSE corporate governance standards. The company must disclose this certification, as well as the fact that the CEO/CFO certification required under Section 302 of the Sarbanes-Oxley Act of 2002 has been made in the company’s annual report to shareholders (or, if no annual report to shareholders is prepared, its annual report). Each listed company on the NYSE, both domestic and foreign issuers, must submit an annual written affirmation to the NYSE regarding compliance with applicable NYSE corporate governance standards. In addition, each listed company on the NYSE, both domestic and foreign issuers, must submit interim affirmations to the NYSE upon the occurrence of specified events. A domestic issuer must file such an interim affirmation whenever the independent status of a director changes, a director joins or leaves the board, a change occurs to the composition of the audit, nominating/corporate governance, or compensation committee, or there is a change in the company’s classification as a “controlled company.” 77 The CEO of both domestic and foreign issuers listed on the NYSE must promptly notify the NYSE in writing if any executive officer becomes aware of any material non-compliance with the NYSE corporate governance standards. Our Practice — Under the NYSE rules, the Company’s CEO is not required to certify annually to the NYSE whether he is aware of any violation by the Company of the NYSE corporate governance standards. However, the Company is required to submit an annual affirmation of compliance with applicable NYSE corporate governance standards to the NYSE within 30 days of the filing of its annual report on Form 20-F with the SEC. The Company is also required to submit to the NYSE an interim written affirmation any time it is no longer eligible to rely on, or chooses to no longer rely on, a previously applicable exemption provided by Rule 10A-3, or if a member of its audit committee ceases to be deemed independent or an audit committee member had been added. Under NYSE rules, the Company’s CEO must notify the NYSE in writing if any executive officer becomes aware of any material non-compliance by the Company with NYSE corporate governance standards. Shareholder Approval of Adoption and Modification of Equity Compensation Plans NYSE Domestic Company Standards — Shareholders of a U.S. company listed on the NYSE must approve the adoption of and any material revision to the company’s equity compensation plans, with certain exceptions. Our Practice — Although the Company’s shareholders must authorize (i) the issuance of shares in connection with capital increases, and (ii) the buy-back of its own shares, the adoption of equity compensation plans does not per se require prior approval of the shareholders. ITEM 16H. MINE SAFETY DISCLOSURE. Not applicable. 78 PART III ITEM 17. FINANCIAL STATEMENTS Our financial statements have been prepared in accordance with Item 18 hereof. ITEM 18. FINANCIAL STATEMENTS Our audited consolidated financial statements are included in this Annual Report beginning at page F-1. Index to Consolidated Financial Statements Page F-1 Reports of Independent Registered Public Accounting Firm . ................................................................................................................................... Consolidated Balance Sheets as of December 31, 2015 and 2014 ............................................................................................................................. F-2 Consolidated Statements of Operations for the Years Ended December 31, 2015, 2014 and 2013 . ......................................................................... F-3 Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2015, 2014 and 2013. ....................................... F-4 Consolidated Statements of Cash Flows for the Years Ended December 31, 2015, 2014 and 2013 .. ...................................................................... F-5 Notes to the Consolidated Financial Statements ........................................................................................................................................................ F-6 79 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors and Shareholders of Natuzzi S.p.A. We have audited the accompanying consolidated balance sheets of Natuzzi S.p.A. and subsidiaries as of December 31, 2015 and 2014, and the related consolidated statements of operations, changes in shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2015. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Natuzzi S.p.A. and subsidiaries at December 31, 2015 and 2014, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2015, in conformity with established accounting principles in the Republic of Italy. Established accounting principles in the Republic of Italy vary in certain significant respects from generally accepted accounting principles in the United States of America. Information related to the nature and effect of such differences is presented in note 31 to the consolidated financial statements. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Natuzzi S.p.A. and subsidiaries’ internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated May 23, 2016 expressed an unqualified opinion thereon. /s/ Reconta Ernst & Young S.p.A. Bari, Italy May 23, 2016 F-1 Natuzzi S.p.A. and Subsidiaries Consolidated Balance Sheets as of December 31, 2015 and 2014 (Expressed in thousands of euros) ASSETS Current assets: Dec. 31, 2015 Dec. 31, 2014 Notes Cash and cash equivalents ...................................................................................................................................................................... Marketable securities .............................................................................................................................................................................. Trade receivables, net ............................................................................................................................................................................. Other receivables .................................................................................................................................................................................... Inventories .............................................................................................................................................................................................. Unrealized foreign exchange gain ........................................................................................................................................................... Prepaid expenses and accrued income .................................................................................................................................................... Deferred income taxes ............................................................................................................................................................................ Total current assets ........................................................................................................................................................................ 52,469 5 63,207 23,862 79,068 199 1,435 516 220,761 32,848 4 95,987 18,112 90,213 312 1,312 494 239,282 4 5 6 7 8 30 9 18 Non current assets: Property plant and equipment ................................................................................................................................................................. Intangible asset, net ................................................................................................................................................................................. Goodwill ................................................................................................................................................................................................. Investment in affiliates ............................................................................................................................................................................ Trade receivables, net ............................................................................................................................................................................. Other non current assets .......................................................................................................................................................................... Total non current assets ................................................................................................................................................................. TOTAL ASSETS ............................................................................................................................................................... 121,100 3,405 — — 2,193 1,920 128,618 349,379 130,782 4,408 — — 3,393 2,228 140,811 380,093 10 11 12 13 6 14 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Bank Overdrafts ...................................................................................................................................................................................... Current portion of long-term debt ........................................................................................................................................................... Accounts payable-trade ........................................................................................................................................................................... Accounts payable-other .......................................................................................................................................................................... Accounts payable-shareholders for dividends ........................................................................................................................................ Unrealized foreign exchange losses ........................................................................................................................................................ Income taxes ........................................................................................................................................................................................... Deferred income taxes ............................................................................................................................................................................ Salaries, wages and related liabilities ..................................................................................................................................................... Total current liabilities .................................................................................................................................................................. 18,981 3,397 58,913 27,776 — 293 740 1,000 14,031 125,131 20,708 3,141 75,233 29,712 — 583 1,072 1,000 18,299 149,748 15 20 16 17 30 18 18 19 Non current liabilities: Employees’ leaving entitlement .............................................................................................................................................................. Long-term debt ....................................................................................................................................................................................... Deferred income taxes ............................................................................................................................................................................ Deferred income for capital grants .......................................................................................................................................................... Other liabilities ....................................................................................................................................................................................... Total non current liabilities ........................................................................................................................................................... 3o) 20 18 3n) 21 Commitments and contingent liabilities Shareholders’ equity: 23 22 Share capital ............................................................................................................................................................................................ Reserves .................................................................................................................................................................................................. Additional paid-in capital ....................................................................................................................................................................... Retained earnings .................................................................................................................................................................................... Total equity attributable to Natuzzi S.p.A. and Subsidiaries ......................................................................................................... Non-controlling interest ................................................................................................................................................................................... 20,539 15,632 — 7,664 19,846 63,681 — 54,853 3,691 0 98,789 157,333 3,234 160,567 349,379 20,890 6,162 — 8,063 21,215 56,330 — 54,853 40,902 8,442 66,817 171,014 3,001 174,015 380,093 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY ........................................................................................................... See accompanying notes to the consolidated financial statements F-2 Natuzzi S.p.A. and Subsidiaries Consolidated Statements of Operations Years ended December 31, 2015, 2014 and 2013 (Expressed in thousands of euros except per share data) 2015 2014 2013 Net sales ..................................................................................................................................................................................................................... Cost of sales ............................................................................................................................................................................................................... 461,400 (333,173) 488,476 (330,549) 449,109 (317,299) 24 25 Gross profit ....................................................................................................................................................................................................... Selling expenses ......................................................................................................................................................................................................... General and administrative expenses ......................................................................................................................................................................... 128,227 (128,882) (36,303) 157,927 (133,440) (32,116) 131,810 (126,634) (37,505) 26 27 Operating income/(loss) ................................................................................................................................................................................... Other income/(expense), net ...................................................................................................................................................................................... (36,958) (10,573) (7,629) (8,251) (32,329) (31,900) 28 Earning/(loss) before taxes and non-controlling interest .................................................................................................................................. Income taxes .............................................................................................................................................................................................................. (47,531) (1,809) (15,880) (572) (64,229) (4,136) 18 Net income/(loss) Less: (Net income)/loss attributable to non-controlling interest ................................................................................................................................ (49,340) (17) (16,452) (32) (68,365) (211) Net income/(loss) attributable to Natuzzi S.p.A. and Subsidiaries ............................................................................................................................ (49,357) (16,484) (68,576) Basic loss per share .......................................................................................................................................................................................... Diluted loss per share ....................................................................................................................................................................................... Average Ordinary Shares Outstanding ............................................................................................................................................................ Average Ordinary Shares Outstanding assuming dilution ............................................................................................................................... (1.25) (1.25) 54,853,045 54,853,045 54,853,045 54,853,045 54,853,045 54,853,045 (0.90) (0.90) (0.30) (0.30) 3z) 3z) See accompanying notes to the consolidated financial statements F-3 Natuzzi S.p.A. and Subsidiaries Consolidated Statements of Changes in Shareholders’ Equity Years ended December 31, 2014, 2013 and 2012 (Expressed in thousands of euros except number of ordinary shares) Balances at December 31, 2012 Share Capital amount Reserves 54,853 42,780 Additional in paid capital 8,442 175,062 Retained earnings Equity attributable to Natuzzi 281,137 Non- controlling interest Total Share holders’ equity 2,524 283,661 Exchange difference on translation of financial statement ........................................................................................................................................ Net Income /(loss) of the year .................................................................................................................................................................................... (3,651) (3,651) (68,576) (68,576) (43) (3,694) (68,365) 211 Balances at December 31, 2013 54,853 42,780 8,442 102,835 208,910 2,692 211,602 Exchange difference on translation of financial statement ........................................................................................................................................ 2013 Partial loss offset ............................................................................................................................................................................................... Net Income /(loss) of the year .................................................................................................................................................................................... 11,461 1,878 (49,357) (49,357) 11,461 (49,340) 11,753 (1,878) 292 17 Balances at December 31, 2014 54,853 40,902 8,442 66,817 171,014 3,001 174,015 Exchange difference on translation of financial statement ........................................................................................................................................ Loss offset .................................................................................................................................................................................................................. Net Income /(loss) of the year .................................................................................................................................................................................... 2,803 (37,211) (8,442) 45,653 (16,484) (16,484) (16,452) 3,004 2,803 201 32 Balances at December 31, 2015 54,853 3,691 0 98,789 157,333 3,234 160,567 See accompanying notes to the consolidated financial statements F-4 Natuzzi S.p.A. and Subsidiaries Consolidated Statements of Cash Flows Years ended December 31, 2015, 2014 and 2013 (Expressed in thousands of euros) Cash flows from operating activities: 2015 2014 2013 (16,452) (49,340) (68,365) 13,728 — — 3,425 Net earnings (loss) ............................................................................................................................................................................................ Adj to reconcile net income (loss) to net cash provided by op. activities ......................................................................................................... Depreciation and amortization ................................................................................................................................................................ Write off of Fixed Assets ........................................................................................................................................................................ Impairment of long lived Assets and non current investements ............................................................................................................. One-time termination benefit accruals .................................................................................................................................................... Deferred income taxes ............................................................................................................................................................................ (Gain)/Loss on disposal of assets ............................................................................................................................................................ Unrealized foreign exchange (gain) and losses ....................................................................................................................................... Deferred income for capital grants .......................................................................................................................................................... Change in assets and liabilities: ........................................................................................................................................................................ Receivables, net ...................................................................................................................................................................................... Inventories .............................................................................................................................................................................................. Prepaid expenses and accrued income .................................................................................................................................................... Accounts payable .................................................................................................................................................................................... Income taxes ........................................................................................................................................................................................... Salaries, wages and related liabilities ..................................................................................................................................................... Other liabilities net .................................................................................................................................................................................. One-time termination benefit payments .................................................................................................................................................. Employees’ leaving entitlement .............................................................................................................................................................. Total adjustments ................................................................................................................................................................. 14,216 3,278 93 4,065 (2,073) 358 2,892 (1,364) (880) 66,139 14,240 — 2,590 — (161) (1,503) 671 (561) 16,561 359 8,550 19,959 141 61 508 (585) (123) (15,782) (332) (4,267) (11,436) (4,502) (13,495) (3,947) 12,161 626 7,841 (6,054) 9,973 33,688 (23) 118 (177) (399) (20,526) (11,221) 33,979 11,145 25,006 (348) Net cash provided by (used in) operating activities .......................................................................................................................................... (37,179) (2,226) 8,554 Cash flows from investing activities: Property, plant and equipment: ......................................................................................................................................................................... Additions................................................................................................................................................................................................. Disposals ................................................................................................................................................................................................. Government grants received ................................................................................................................................................................... Other assets ............................................................................................................................................................................................. Dividends distribution ...................................................................................................................................................................................... Minority interest acquisition............................................................................................................................................................................. (6,587) 6,809 5,239 79 — 292 (3,455) 3,638 — 1,316 — 201 (7,116) 212 — (1,091) (202) (43) Net cash used in investing activities .............................................................................................................................................. (8,240) 1,700 5,832 Cash flows from financing activities: Long-term debt: ................................................................................................................................................................................................ Proceeds .................................................................................................................................................................................................. Repayments ............................................................................................................................................................................................. Short-term borrowings ..................................................................................................................................................................................... 12,969 (3,244) (1,727) 5,000 (3,346) (4,177) — (3,274) (1,932) Net cash provided by (used in) financing activities .......................................................................................................................................... (2,523) (5,206) 7,998 Effect of translation adjustments on cash ......................................................................................................................................................... Increase (decrease ) in cash and cash equivalents ............................................................................................................................................ Cash and cash equivalents, beginning of the year ................................................................................................................................... Cash and cash equivalents, end of the year ............................................................................................................................................. (1,008) (28,185) (16,680) 77,713 61,033 1,370 19,622 32,848 52,469 61,033 32,848 5,685 Supplemental disclosure of cash flow information: Cash paid during the year for interest ............................................................................................................................................................... Cash paid during the year for income taxes...................................................................................................................................................... 1,672 576 1,359 6,470 929 7,213 See accompanying notes to the consolidated financial statements F-5 Natuzzi S.p.A. and Subsidiaries Notes to consolidated financial statements (Expressed in thousands of euros except as otherwise indicated) 1. Description of business and Group composition The consolidated financial statements include the accounts of Natuzzi S.p.A. (‘Natuzzi’ or the ‘Company’) and of its subsidiaries (together with the Company, the ‘Group’). The Group’s primary activity is the design, manufacture and marketing of contemporary and traditional leather and fabric upholstered furniture. The subsidiaries included in the consolidation at December 31, 2015, together with the related percentages of ownership, are as follows: Percentage of ownership Name Activity Registered office Italsofa Nordeste S/A .................................................................................................................................................................................................. 100.00 Salvador de Bahia, Brazil Italsofa Shanghai Ltd .................................................................................................................................................................................................. 96.50 Shanghai, China Natuzzi China Ltd ....................................................................................................................................................................................................... 100.00 Shanghai, China Italsofa Romania ......................................................................................................................................................................................................... 100.00 Baia Mare, Romania Natco S.p.A. ................................................................................................................................................................................................................ 99.99 Santeramo in Colle, Italy I.M.P.E. S.p.A. ............................................................................................................................................................................................................ 100.00 Bari, Italy Nacon S.p.A. ............................................................................................................................................................................................................... 100.00 Santeramo in Colle, Italy Lagene S.r.l. ................................................................................................................................................................................................................ 100.00 Santeramo in Colle, Italy Natuzzi Americas Inc.................................................................................................................................................................................................. 100.00 High Point, NC, USA Natuzzi Iberica S.A. .................................................................................................................................................................................................... 100.00 Madrid, Spain Natuzzi Switzerland AG ............................................................................................................................................................................................. 100.00 Dietikon, Switzerland Natuzzi Benelux S.A. ................................................................................................................................................................................................. 100.00 Hereentals, Belgium Natuzzi Germany Gmbh ............................................................................................................................................................................................. 100.00 Köln, Germany Natuzzi Japan KK ....................................................................................................................................................................................................... 100.00 Tokyo, Japan Natuzzi Services Limited ............................................................................................................................................................................................ 100.00 London, UK Natuzzi Trading Shanghai Ltd .................................................................................................................................................................................... 100.00 Shanghai, China Natuzzi Oceania PTI Ltd ............................................................................................................................................................................................ 100.00 Sydney, Australia Natuzzi Russia OOO ................................................................................................................................................................................................... 100.00 Moscow, Russia Natuzzi India Furniture PVT Ltd ................................................................................................................................................................................ 100.00 New Delhi, India Softaly (Furniture) Shanghai Co. Ltd ......................................................................................................................................................................... 96.50 Shanghai, China Italholding S.r.l. .......................................................................................................................................................................................................... 100.00 Bari, Italy Natuzzi Netherlands Holding ...................................................................................................................................................................................... 100.00 Amsterdam, Holland Natuzzi Trade Service S.r.l. ........................................................................................................................................................................................ 100.00 Santeramo in Colle, Italy (1) (1) (1) (1) (2) (3) (4) (4) (4) (4) (4) (4) (4) (4) (4) (1) (6) (4) (4) (1) (6) (5) (6) Intragroup leather dyeing and finishing (1) Manufacture and distribution (2) (3) Production and distribution of polyurethane foam (4) Services and distribution Investment holding (5) (6) Dormant During 2015, Softaly (Furniture) Shanghai Co. Ltd was established, even if the subsidiary is currently idle. 2. Basis of preparation The financial statements utilized for the consolidation are the financial statements of each Group company at December 31, 2015, 2014 and 2013. The 2015, 2014 and 2013 financial statements have been adopted by the respective Boards of Directors of the relevant companies. The financial statements of subsidiaries are adjusted, where necessary, to conform to Natuzzi’s accounting principles and policies, which are consistent with Italian legal requirements governing financial statements considered in conjunction with established accounting principles promulgated by the Italian Accounting Profession (OIC). F-6 Established accounting principles in the Republic of Italy vary in certain significant respects from generally accepted accounting principles in the United States of America. Information relating to the nature and effect of such differences is presented in Note 31 to the consolidated financial statements. 3. Summary of significant accounting policies The significant accounting policies followed in the preparation of the consolidated financial statements are also based on the considerations indicated in paragraph “Liquidity and Capital Resources” included in Item 5 of this Annual Report and are outlined below. a) Principles of consolidation The consolidated financial statements include all affiliates and companies that Natuzzi directly or indirectly controls, either through majority ownership or otherwise. Control is presumed to exist where more than one-half of a subsidiary’s voting power is controlled by the Company or the Company is able to govern the financial and operating policies of a subsidiary or control the removal or appointment of a majority of a subsidiary’s board of directors. Where an entity either began or ceased to be controlled during the year, the results of operations are included only from the date control commenced or up to date control ceased. The assets and liabilities of subsidiaries are consolidated on a line-by-line basis and the carrying value of intercompany investments held is eliminated against the related shareholder’s equity accounts. The non-controlling interests of consolidated subsidiaries are separately reported in the consolidated balance sheets and consolidated statements of operations. All intercompany balances and transactions are eliminated in consolidation. b) Foreign currency transactions Foreign currency transactions are recorded at the exchange rates applicable at the transaction dates. Assets and liabilities denominated in foreign currency are remeasured at year-end exchange rates. Foreign exchange gains and losses resulting from the remeasurement of these assets and liabilities are included in other income (expense), net, in the consolidated statements of operations, except for exchange gain and losses deriving from an extension of the Company’s investment in a subsidiary, that are instead posted to equity. c) Forward and collars exchange contracts The Group enters into forward exchange contracts (known in Italian financial markets as domestic currency swaps) and, for a limited number of contracts, into so called “zero cost collars” exchange rate derivative instruments to manage its exposure to foreign currency risks. The Group does not enter into these contracts on a speculative basis, nor is hedge effectiveness constantly monitored. As a consequence of this, forward and collar exchange contracts are not used to hedge any on or off-balance sheet items. Therefore, at December 31, 2015, 2014 and 2013 all unrealized gains or losses on such contracts are recorded in other income (expense), net, in the consolidated statements of operations. d) Financial statements of foreign operations The financial statements of foreign subsidiaries expressed in foreign currency are translated directly into euro as follows: i) year-end exchange rate for assets, liabilities, and shareholders’ equity and ii) average exchange rates during the year for revenues and expenses. The resulting exchange differences on translation are recorded as a direct adjustment to shareholders’ equity. e) Cash and cash equivalents The Company classifies as cash and cash equivalents cash on hand, amounts on deposit and on account in banks. f) Marketable debt securities Marketable debt securities are valued at the lower of cost or market value determined on an individual security basis. A valuation allowance is established and recorded as a charge to other income (expense), net, for unrealized losses on securities. Unrealized gains are not recorded until realized. Recoveries in the value of securities are recorded as part of other income (expense), net, but only to the extent of previously recognized unrealized losses. Gains and losses realized on the sale of marketable debt securities are computed based on a weighted-average cost of the specific securities being sold. Realized gains and losses are charged to other income (expense), net. F-7 g) Accounts receivable and payable Receivables are stated at nominal value net of an allowance for doubtful accounts. Payables are stated at face value. The Group records revenues net of returns and discounts. The Group estimates sales returns and discounts and creates an allowance for them in the year of the related sales. The Group makes estimates in connection with such allowances based on its experience and historical trends in its large volumes of homogeneous transactions. However, actual costs for returns and discounts may differ significantly from these estimates if factors such as economic conditions, customer preferences or changes in product quality differ from the ones used by the Group in making these estimates. The Group makes estimates and judgments in relation to the collectability of its accounts receivable and maintains an allowance for doubtful accounts based on losses it may experience as a result of failure by its customers to pay amounts owed. The Group estimates these losses using consistent methods that take into consideration, in particular, insurance coverage in place, the creditworthiness of its customers and general economic conditions. Changes to assumptions relating to these estimates could affect actual results. Actual results may differ significantly from the Group’s estimates if factors such as general economic conditions and the creditworthiness of its customers are different from the Group’s assumptions. h) Inventories Raw materials are stated at the lower of cost (determined under the specific cost method for leather hides and under the weighted-average method for other raw materials) and replacement cost. Goods in process and finished goods are valued at the lower of production cost and net realizable value. Production cost includes direct production costs and production overhead costs. The production overhead costs are allocated to inventory based on the manufacturing facility’s normal capacity. The provision for slow moving and obsolete raw materials and finished goods is based on the estimated realizable value net of the costs of disposal. i) Property, plant and equipment Property, plant and equipment is stated at historical cost, except for certain buildings which were revalued in 1983, 1991 and 2000 according to Italian revaluation laws. Maintenance and repairs are expensed; significant improvements are capitalized and depreciated over the useful life of the related assets. The cost or valuation of fixed assets is depreciated on the straight-line method over the estimated useful lives of the assets (refer to note 10). The related depreciation expense is allocated to cost of goods sold, selling expenses and general and administrative expenses based on the usage of the assets. Depreciation is calculated also for assets not in use. j) Intangible assets and Goodwill Set-up costs, advertising costs and goodwill are recorded with the consent of the board of statutory auditors, and are stated at cost, net of the amortization expense calculated on the straight-line method over a period of five years. Other intangible assets primarily include software and trademarks, and are stated at cost, net of the amortization expense calculated on the straight-line method over their estimated useful life. The carrying amounts of these assets are reviewed to determine if they are in excess of their recoverable amount, based on discounted cash flows, at the consolidated balance sheet date. If the carrying amount exceeds the recoverable amount, the asset is written down to the recoverable amount. l) Impairment of long-lived assets and long-lived assets to be disposed of The Company reviews long-lived assets, including intangible assets with estimable useful lives, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset with its recoverable value, which is the higher of a) future undiscounted and discounted cash flows expected to be generated by the asset or b) estimated fair value less costs to sell. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the recoverable value of the assets. Assets not in use/to be disposed of are reported at the lower of their carrying amount and their fair value less costs to sell. Estimated fair value is generally determined through various valuation techniques including quoted market values and third-party independent appraisals, as considered necessary. F-8 m) Income taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and for losses available for carryforward in the various tax jurisdictions. Deferred tax assets are reduced by a valuation allowance to an amount that is more likely than not to be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. n) Government grants Capital grants compensate the Group for the partial cost of an asset and are part of the Italian government’s investment incentive program, under which the Group receives amounts generally equal to a percentage of the aggregate investment made by the Group in the construction of new manufacturing facilities, or in the improvement of existing facilities, in designated areas of the country. Capital grants from government agencies are recorded when there is reasonable assurance that the grants will be received and that the Group will comply with the conditions applying to them. Until December 31, 2000 capital grants were recorded, net of tax, within reserves in shareholders’ equity. As from January 1, 2001 all new capital grants are recorded in the consolidated balance sheet initially as deferred income and subsequently recognized in the consolidated statement of operations as revenue on a systematic basis over the useful life of the related asset. In addition when capital grants are received after the year in which the related assets are acquired, the depreciation of the capital grants is recognized as income as follows: (a) the depreciation of the grants related to the amortization of the assets recorded in statements of operations in the years prior to the date in which the grants are received, is recorded in other income (expense), net; (b) the depreciation of the grants related to the amortization of the assets recorded in statements of operations of the year, is recorded in net sales. At December 31, 2015 and 2014 the deferred income for capital grants shown in the consolidated balance sheet amounts to 7,664 and 8,063, respectively. The amortization of these grants recorded in net sales of the consolidated statement of operations for the years ended December 31, 2015, 2014 and 2013, amounts to 443, 461 and 470, respectively. Cost reimbursement grants relating to research, training and other personnel costs are credited to income when there is a reasonable assurance of receipt from government agencies. o) Employees’ leaving entitlement Leaving entitlements represent amounts accrued for each Italian employee that are due and payable upon termination of employment, assuming immediate separation, determined in accordance with applicable Italian labour laws. The Group accrues the full amount of employees’ vested benefit obligation as determined by such laws for leaving entitlements. At December 31, 2015 and 2014 employees’ leaving entitlement shown in the consolidated balance sheets amounts to 20,539 and 20,890, respectively. Under such Italian labor laws, upon termination of an employment relationship, the former employee has the right to receive termination benefits for each year of service equal to the employee’s gross annual salary, divided by 13.5. The entitlement is increased each year by an amount corresponding to 75% of the rise in the cost of living index plus 1.5 points. The expenses recorded for the leaving entitlement for the years ended on December 31, 2015, 2014 and 2013 were 5,157, 5,690 and 6,162, respectively. p) Revenue recognition The Company recognizes revenue on sales at the time products are shipped from the manufacturing facilities, and when the following criteria are met: persuasive evidence of an arrangement exists; the price to the buyer is fixed and determinable and collectability of the sales price is reasonably assured. F-9 Revenues are recorded net of returns and discounts. Sales returns and discounts are estimated and provided for in the year of sales. Such allowances are made based on historical trends. The Company has the ability to make a reasonable estimate of such allowances due to large volumes of homogeneous transactions and historical experience. q) Cost of sales, selling expenses, general and administrative expenses Cost of sales consist of the following expenses: the change in opening and closing inventories, purchases of raw materials, labor costs, third party manufacturing costs, depreciation and amortization expense of property, plant and equipment used in the production of finished goods, energy and water expenses (for instance light and power expenses), expenses for maintenance and repairs of production facilities, distribution network costs (including inbound freight charges, warehousing costs, internal transfer costs and other logistic costs involved in the production cycle), rentals and security costs for production facilities, small-tools replacement costs, insurance costs, and other minor expenses. Selling expenses consist of the following expenses: shipping and handling costs incurred for transporting finished products to customers, advertising costs, labor costs for sales personnel, rental expense for stores, commissions to sales representatives and related costs, depreciation and amortization expense of property, plant and equipment and intangible assets that, based on their usage, are allocated to selling expense, sales catalogue and related expenses, warranty costs, exhibition and trade-fair costs, advisory fees for sales and marketing of finished products, expenses for maintenance and repair of stores and other trade buildings, bad debt expense, insurance costs for trade receivables and other related costs, and other miscellaneous expenses. General and administrative expenses consist of the following expenses: costs for administrative personnel, advisory fees for accounting and information-technology services, traveling expenses for management and other personnel, depreciation and amortization expenses related to property, plant and equipment and intangible assets that, based on their usage, are allocated to general and administrative expense, postage and telephone costs, stationery and other office-supplies costs, expenses for maintenance and repair of administrative facilities, statutory auditors and external auditors fees, and other miscellaneous expenses. As noted above, the costs of the Group’s distributions network, which include inbound freight charges, warehousing costs, internal transfer costs and other logistic costs involved in the production cycle, are classified under the “cost of sales” line item. r) Shipping and handling costs Shipping and handling costs sustained to transport products to customers are expensed in the periods incurred and are included in selling expenses. Shipping and handling expenses recorded for the years ended December 31, 2015, 2014 and 2013 were 44,624, 42,326 and 40,461, respectively. s) Advertising costs Advertising costs (other than those capitalized as intangibles) are expensed in the periods incurred and are included in selling expenses. Advertising expenses recorded for the years ended December 31, 2015, 2014 and 2013 were 16,724, 17,943 and 16,152, respectively. t) Commission expense Commissions payable to sales representatives and the related expenses are recorded at the time shipments are made by the Group to customers and are included in selling expenses. Commissions are not paid until payment for the related sale’s invoice is remitted to the Group by the customer. u) Warranties Warranties are estimated and provided for in the year of sales. Such allowances are made based on historical trends. The Company has the ability to make a reasonable estimate of such allowances due to large volumes of homogeneous transactions and historical trends. v) Research and development costs Research and development costs are expensed in the period incurred. At December 31, 2015 and 2014 research and development expenses were 3,349 and 5,794 respectively. F-10 w) Contingencies Liabilities for loss contingencies are recorded when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. x) Use of estimates The preparation of financial statements in conformity with established accounting policies requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. y) Leases The Company has evaluated is existing lease contracts and concluded that all of its contracts are operating in nature. As such, lease expenses are recognized when incurred over the term of the lease. z) Earnings (losses) per share Basic earnings (losses) per share is calculated by dividing net earnings (losses) attributable to ordinary shareholders by the weighted-average number of ordinary shares outstanding during the period. Diluted earnings (losses) per share include the effects of the possible issuance of ordinary shares under share grants and option plans in the determination of the weighted average number of ordinary shares outstanding during the period. The following table provides the amounts used in the calculation of losses per share: 2015 2014 2013 Net loss attributable to ordinary shareholders ............................................................................................................................................................. (49,357) (16,484) (68,576) Weighted-average number of ordinary shares outstanding 54,853,045 during the year ....................................................................................................................................................................................................... 54,853,045 54,853,045 Increase resulting from assumed conversion of share grants and options .................................................................................................................................................................................................................... — — — Weighted-average number of ordinary shares and potential 54,853,045 shares outstanding during the year ......................................................................................................................................................................... 54,853,045 54,853,045 4. Cash and cash equivalents Cash and cash equivalents are analyzed as follows: Cash on hand .............................................................................................................................................................................................................. 110 Bank accounts ............................................................................................................................................................................................................ 52,359 96 32,752 2015 2014 52,469 32,848 The following table shows the Group’s cash and cash equivalents broken-down by country/region China .......................................................................................................................................................................................................................... 29,369 Europe ........................................................................................................................................................................................................................ 21,772 North America ............................................................................................................................................................................................................ 534 South America ............................................................................................................................................................................................................ 591 Other .......................................................................................................................................................................................................................... 203 18,898 13,328 388 198 36 2015 2014 52,469 32,848 In China, during 2015 the Company pledged fixed-term and loan deposits for a total amount of 400 million RMB (56.6 million euro) in order to obtain a bank overdraft. Following repayment of the overdraft in February 2016, the pledge has been released. F-11 In Europe the cash increase is due to the trade receivables securitization agreement signed in July 2015. 5. Marketable debt securities Details regarding marketable debt securities are as follows: 2015 2014 Foreign corporate bonds ............................................................................................................................................................................................. 4 5 The contractual maturity of the Group’s marketable debt securities at December 31, 2015 is on short term. 5 4 6. Trade receivables, net Trade receivables are analyzed as follows: 2015 2014 North American customers......................................................................................................................................................................................... Other foreign customers ............................................................................................................................................................................................. Domestic customers ................................................................................................................................................................................................... 24,475 27,604 23,600 42,633 40,749 25,019 Total trade receivables ............................................................................................................................................................................................... (Allowance for doubtful accounts) ............................................................................................................................................................................. 108,401 (9,021) 75,679 (10,279) Total trade receivables, net ......................................................................................................................................................................................... 65,400 99,380 Total trade receivables, net current ............................................................................................................................................................................ Total trade receivables, net non-current ..................................................................................................................................................................... 63,207 2,193 95,987 3,393 Total trade receivables, net ......................................................................................................................................................................................... 65,400 99,380 Trade receivables are due primarily from major retailers who sell directly to their customers. Trade receivables due from related parties amounted to 5,475 as at December 31, 2015 (5,501 in 2014). Sales to related parties amounted to 6,008 in 2015 (6,837 in 2014). Transactions with related parties were conducted at arm’s length. During 2014, payments by installments were agreed upon, with related parties, expiring in 2020. Following the agreements reached, the non-current portion of receivables, amounting to 2,193 (3,393 in 2014), was reclassified as non-current assets. The decrease in trade receivables against last year is primarily due to a non-recourse trade receivable securitization agreement signed by the Company in July 2015, following to which the Company sells, on a revolving basis a with a non-recourse clause, a maximum amount of 35 million performing receivables. As of December 31, 2015, 2014 and 2013 and for each of the years in the three-year period ended December 31, 2015, the Company had customers who exceeded 5% of trade receivables and/or net sales as follows: Trade receivables N° of customers % of trade receivables 2015 ............................................................................................................................................................................................................................ 2014 ............................................................................................................................................................................................................................ 2013 ............................................................................................................................................................................................................................ Net sales N° of customers 2015 ............................................................................................................................................................................................................................ 2014 ............................................................................................................................................................................................................................ 2013 ............................................................................................................................................................................................................................ 11% 21% 15% 9% 9% 14% 2 2 2 2 2 2 % of net sales In 2015, 2014 and 2013 one customer accounted for approximately 9%, 5% and 8% of the total net sales of the Group, respectively. This customer operates many furniture stores throughout the United States. F-12 The Company insures with a third party its collection risk in respect of a significant portion of accounts receivable outstanding balances, and estimates an allowance for doubtful accounts based on the insurance in place, the credit worthiness of its customers, as well as general economic conditions. The following table provides the movements in the allowance for doubtful accounts: Allowance for doubtful accounts 2015 2014 2013 Balance, beginning of year ......................................................................................................................................................................................... Charges-bad debt expense .......................................................................................................................................................................................... (Reductions-write off of uncollectible accounts) ........................................................................................................................................................ 11,243 536 (2,758) 9,021 1,700 (442) 9,848 3,546 (2,151) Balance, end of year ................................................................................................................................................................................................... 10,279 11,243 9,021 Trade receivables denominated in foreign currencies at December 31, 2015 and 2014 totaled 40,744 and 61,042, respectively. These receivables consist of the following: Trade receivables in foreign currencies 2015 2014 U.S. dollars ................................................................................................................................................................................................................. Canadian dollars ......................................................................................................................................................................................................... British pounds ............................................................................................................................................................................................................ Australian dollars ....................................................................................................................................................................................................... Other currencies ......................................................................................................................................................................................................... 22,112 3,382 8,475 2,194 4,581 38,209 9,246 8,018 2,299 3,270 Total ........................................................................................................................................................................................................................... 40,744 61,042 7. Other receivables Other receivables are analyzed as follows: 2015 2014 Receivable from National Institute for Social Security .............................................................................................................................................. VAT ........................................................................................................................................................................................................................... Receivable from tax authorities .................................................................................................................................................................................. Advances to suppliers ................................................................................................................................................................................................ Other .......................................................................................................................................................................................................................... 6,855 2,537 2,415 6,082 5,973 2,483 2,057 2,844 5,699 5,029 23,862 18,112 The “Receivable from National Institute for Social Security” represents the amounts anticipated by the Company on behalf of such governmental institute related to salaries for those employees subject to temporary work force reduction. The increase with respect to 2014 is due advances made by the Company on behalf of the National Institute for Social Security, to workers included in the “Solidarity Agreement”. The “VAT” receivable includes value added taxes and interest thereon reimbursable to various companies of the Group. While currently due at the balance sheet date, the collection of the VAT receivable may extend over a maximum period of up to two years. The “Receivable from tax authorities” represents principally advance taxes paid in excess of the amounts due and interest thereon. The “Advances to suppliers” represents principally advance payment for raw materials, services and general expenses. The “Other” caption primarily includes deposits and certain receivables related to green incentive for photovoltaic investment. F-13 8. Inventories Inventories are analyzed as follows: 2015 2014 Leather and other raw materials ................................................................................................................................................................................. Goods in process ........................................................................................................................................................................................................ Finished products ....................................................................................................................................................................................................... 55,344 9,059 25,810 48,459 7,546 23,063 As of December 31, 2015 inventories decrease by 11,145 with respect to December 31, 2014. The decrease is mainly related to efficiencies obtained in stock management. As of December 31, 2015 and 2014 the provision for slow moving and obsolete raw materials and finished products included in inventories amounts to 9,065 and 6,799, respectively. 79,068 90,213 9. Prepaid expenses and accrued income Prepaid expenses and accrued income are analyzed as follows: Accrued income ......................................................................................................................................................................................................... 12 Prepayments ............................................................................................................................................................................................................... 1,423 6 1,306 2015 2014 1,435 1,312 Prepayments mainly include the rent advance payment on factory buildings. 10. Property, plant and equipment and accumulated depreciation Fixed assets are listed below together with accumulated depreciation. 2015 Cost or valuation Accumulated depreciation Net book value Annual rate of depreciation Land and industrial buildings ..................................................................................................................................................................................... 168,116 Machinery and equipment .......................................................................................................................................................................................... 121,879 Office furniture and equipment .................................................................................................................................................................................. 14,811 Retail gallery and store furnishings ............................................................................................................................................................................ 32,876 Transportation equipment ........................................................................................................................................................................................... 4,175 Leasehold improvements ............................................................................................................................................................................................ 19,092 Construction in progress ............................................................................................................................................................................................. 251 (75,653) (102,910) (14,032) (32,113) (3,790) (11,602) — 0 – 10% 10 – 25% 10 – 20% 25 – 35% 20 – 25% 10 – 20% — Total ........................................................................................................................................................................................................................... (240,100) 361,200 2014 Cost valuation or Accumulated depreciation Net value Annual rate of depreciation Land and industrial buildings ..................................................................................................................................................................................... 166,914 Machinery and equipment .......................................................................................................................................................................................... 122,694 Office furniture and equipment .................................................................................................................................................................................. 14,726 Retail gallery and store furnishings ............................................................................................................................................................................ 31,935 Transportation equipment ........................................................................................................................................................................................... 4,244 Leasehold improvements ............................................................................................................................................................................................ 18,167 Construction in progress ............................................................................................................................................................................................. 533 (70,181) (100,137) (13,392) (30,756) (3,825) (10,140) — 0 – 10% 10 – 25% 10 – 20% 25 – 35% 20 – 25% 10 – 20% — Total ........................................................................................................................................................................................................................... (228,431) 359,213 92,463 18,969 779 763 385 7,490 251 121,100 Book 96,733 22,557 1,334 1,179 419 8,027 533 130,782 F-14 The following table shows the Long lived assets down by country: 2015 2014 Italy ............................................................................................................................................................................................................................ Romania ..................................................................................................................................................................................................................... United States of America ........................................................................................................................................................................................... China .......................................................................................................................................................................................................................... Brazil .......................................................................................................................................................................................................................... Spain .......................................................................................................................................................................................................................... UK .............................................................................................................................................................................................................................. Other countries ........................................................................................................................................................................................................... 75,458 17,477 14,247 11,767 11,152 210 160 311 70,011 16,366 15,325 10,394 8,576 185 110 133 Total ........................................................................................................................................................................................................................... 121,100 130,782 As shown in the table above, long lived assets for the Group decrease by 9,682 against 2014, mainly for the impact of the prosecution of the depreciation process. In 2015 the Company performed an impairment review of its fixed assets. For assets in use, the Company determined the fair value using the Undiscounted and Discounted Cash Flow, at the lowest level for which identifiable cash flows are independent of other cash flows, and compared it with the carrying value of its fixed assets. Cash flow projections were derived from the Business Plan 2014-2016, adopted by the Board of Directors on 2014, as updated on February 2016 by management for the period 2017-2020 to reflect the roll-forward of the Plan in the next years. For assets not in use/to be disposed of, the fair value was estimated through third-party independent external appraisals. As for the asset located in Pojuca, following a sale purchase agreement signed in the first months of 2015 with a third party, and the total collection of the sale price, occurred in 2016, the Company has reversed a portion of the impairment loss recorded in previous years, for an amount of 801. As a result of the impairment tests performed, no impairment losses emerged. In 2014, the Company performed an impairment review of its fixed assets and an impairment loss totaling 1,160 was recorded (414 as “land and industrial buildings”, 746 as “retail gallery and store furnishing”). For assets in use, the Company determined the fair value using the Undiscounted and Discounted Cash Flow, at the lowest level for which identifiable cash flows are independent of other cash flows, and compared it with the carrying value of its fixed assets. Cash flow projections were derived from the Business Plan 2014-2016, adopted by the Board of Directors on February 28, 2014, as updated by management to reflect the roll-forward of the Plan in the next years. For assets not in use/to be disposed of, the fair value was estimated through third-party independent external appraisals, and, for some specific assets (Pojuca plant) through the most recent market value determined on the basis of the sale purchase agreement stipulated in the first months of 2015 mentioned above. In 2013 the Company performed an impairment review of its fixed assets and an impairment loss totaling 8,550 was recorded (450 as “land and industrial buildings”, 448 as “machinery and equipment”, 1,659 as “retail gallery and store furnishing” and 5,993 as “airplane”). For assets in use, the Company determined the fair value using the Undiscounted and Discounted Cash Flow, at the lowest level for which identifiable cash flows are independent of other cash flows, and compared it with the carrying value of its fixed assets. Cash flow projections were derived from the Business Plan 2014-2016, as adopted by the Board of Directors on February 28, 2014. For assets not in use/to be disposed of, the fair value was estimated through third-party independent external appraisals, and, for some specific assets (aircraft) through the most recent market value determined on the basis of a preliminary sale agreement stipulated in the first months of 2014. Following the main impairments performed by country. F-15 In Brazil the Company in order to improve its worldwide manufacturing efficiency, in 2008 decided to close and try to sell one of the two Brazilian manufacturing plants located in Pojuca—State of Bahia. This decision was formally confirmed in 2010 with a Board of Director’s resolution. The plant was classified as property, plant and equipment since the sale was deemed unlikely to happen in the short term. Impairment tests were performed from 2008 on, based on third-party independent appraisals, which resulted in the recording of an impairment loss of 2,911 in 2008 and an additional impairment loss of 1,036 in 2011. No impairment loss emerged in 2012. As of December 31, 2013, new external appraisals were requested for the review of the fair market value of Pojuca plant (not in use) and Simoes Filho plant (currently in use). The appraisals determined that the carrying values of these plants (net of the impairment losses already recorded for the Pojuca plant) were less than the fair value less cost to sell for each of the plant considered. As a consequence, no additional impairment loss has been recorded in 2013 consolidated statement of operations. As of December 31, 2013 the carrying value of the plant not in use (Pojuca), net of the 2008 and 2011 impairment loss, was 4,936. As of December 31, 2014, a new impairment test has been performed for the Pojuca plant (not in use) and Simoes Filho plant (currently in use). The impairment test has been based on new third-party external appraisals that determined the carrying values of these plants do not exceed the fair value less cost to sell for each of the plant considered. Also, during 2014, negotiations started with a third party for the sale of the Pojuca plant. In particular, in July 2014 a rental agreement with a sale promise clause was signed, followed by a sale/purchase agreement signed in the first months of 2015, in which the agreed sale price was higher than the carrying value of the plant as of December 31, 2014. For the reported considerations, no additional impairment loss was recorded in 2014. As of December 31, 2015, an impairment test has been performed on the Simoes Filho plant (currently in use), on the basis of a third-party external appraisal, that confirmed the full recoverability of the carrying value of the plant, as compared to its fair value. As for the Pojuca plant, following the sale/purchase agreement signed in the first months of 2015, up to December 31, 2015 the Company collected nearly all the total agreed sale price. The remainder was collected in January 2016. Since the formal transfer of property in the registers has not yet occurred, in the financial statements as of December 31, 2015 the Company has maintained the classification of the plant among long-lived assets plant, but in consideration of the total collection of the sale price, has decided to reverse a portion of the impairment loss recorded in previous years, for an amount of 801. As of December 31, 2015 the carrying value of the plant not in use (Pojuca) equals therefore the sale price, for an amount of 3,780. In Italy, the Company in 2008 decided to close and market for sale some industrial buildings mainly utilized as warehouses and located in the cities of Altamura and Matera nearby the Group’s headquarters in Santeramo in Colle. As a result of this decision the Company performed an impairment analysis and recorded an impairment loss of 1,792. As of December 31, 2013, as a consequence of the reorganization process of the Group that resulted in the agreement entered into with government Ministries, regions and trade unions on October 10, 2013, two other plants (Ginosa and Matera—La Martella) were idled and considered not to be used in the near term. As a consequence, at year-end, after recording the depreciation charge for the year, the Company performed an impairment analysis estimating the fair value of all industrial buildings not in use on the basis of observable market transactions involving sales of comparable buildings and third party independent appraisals. Based on these third- party independent appraisals, the Company recorded an impairment loss of 404. As of December 31, 2014, new third-party external appraisals were requested for the review of the fair market value of plants not in use. For some plants, the appraisals resulted in a carrying value higher than the fair value, for an amount of 357, which the Company recorded as impairment loss. As of December 31, 2015, the third-party expert that had prepared the appraisals used in the preparation of 2014 financial statements reconfirmed the fair value of plants not in use as resulting from those appraisals. The carrying value of these plants is however lower than the assessed fair value, therefore no impairment losses have resulted. Also, in 2013 the Company performed an impairment test was performed on plants being used and assets pertaining to the Italian retail business unit. The recoverable amount was determined as value in use, using the Discounted Cash Flow method, derived from the Business Plan 2014-2016, as adopted by the Board of Directors on February 28, 2014. The impairment test resulted in the recording of an impairment loss of 698 for long-lived assets connected to the retail business unit. Also, as of December 31, 2013, an impairment loss of 5,993 was recorded for a specific asset (Airplane), as a result of a preliminary sale agreement signed by the Company in March 2014, in order to align the carrying value of the Airplane to the market value. The airplane has been formally sold in August 2014, recording an additional loss of 99. During 2014, an impairment test was performed on plants being used and assets pertaining to the Italian retail business unit, in consideration of the history of losses over the past few years. The recoverable amount was determined as value in use, using the Discounted Cash Flow method, derived from the original Business Plan 2014-2016 as updated for the upcoming years. No impairment loss was recorded as a result of the test performed. F-16 As of December 31, 2015, a new impairment test has been performed on plants being used and assets pertaining to the Italian retail business unit, in consideration of the history of losses reported in previous years and the still negative result for the year. The recoverable amount has been determined as value in use, using the Discounted Cash Flow method, derived from the new Business Plan 2017-2020, going to be finalized, which guidelines have been illustrated to the Board of Directors in February 2016. No impairment loss has been recorded as a result of the test performed. In China, an impairment test was performed in 2014 on the Chinese plant, in consideration of the loss for the year. In particular, the delays in the implementation of the new manufacturing process (“moving line”) caused a decline in revenues and an increase in production costs, for the higher need of external labor in order to face the market demand. The recoverable amount was determined as value in use, using the Discounted Cash Flow method, derived from the Business Plan as updated for the upcoming years. No impairment loss was recorded as a result of the test performed. As of December 31, 2015, a new impairment test has been performed, in consideration of the still negative result for the year. The recoverable amount has been determined as value in use, using the Discounted Cash Flow method, derived from the new Business Plan 2017-2020, going to be finalized, which guidelines have been illustrated to the Board of Directors in February 2016. No impairment loss has been recorded as a result of the test performed. In Spain, in 2013, an additional impairment test was performed for the retail long-lived assets (equipment and retail gallery and store furnishing) as a consequence of the reported losses of stores and galleries over the past few years. The recoverable amount was determined as value in use, using the Discounted Cash Flow method, derived from the Business Plan 2014-2016, as adopted by the Board of Directors on February 28, 2014. The impairment test resulted in the recording of an impairment loss of 482. In the UK, in 2013, asset write-offs were recorded for some stores that were closed during 2013. The total asset write-offs were 246. As of December 31, 2014 the Company performed an impairment test for the retail long-lived assets (equipment and retail gallery and store furnishing) as a consequence of the reported losses of stores and galleries over the past few years. The recoverable amount was determined as value in use, using the Discounted Cash Flow method, derived from the original Business Plan 2014-2016 as updated for the upcoming years. The impairment test resulted in the recording of an impairment loss of 649. In Other European countries (mainly Germany), in 2013 an impairment test was performed for the retail long-lived assets due to the negative track record of economic results, and an impairment loss of 782 was recorded. Also in this case, the recoverable amount was determined as value in use, using the Discounted Cash Flow method, derived from the Business Plan 2014-2016, as adopted by the Board of Directors on February 28, 2014. In the other countries (Romania, United States of America), no impairment indicators arose in the current year, thanks to the positive track record of operating results. 11. Intangible assets Intangible assets consist of the following, together with accumulated amortization: 2015 Gross carrying amount Accumulated amortization Net book value Software ...................................................................................................................................................................................................................... Trademarks, patents and other .................................................................................................................................................................................... (25,211) (13,682) 27,217 15,081 2,006 1,399 Total ............................................................................................................................................................................................................................ (38,893) 42,298 3,405 2014 Gross carrying amount Accumulated amortization Net book Value Software ...................................................................................................................................................................................................................... Trademarks, patents and other .................................................................................................................................................................................... (23,928) (12,997) 26,444 14,889 2,516 1,892 Total ............................................................................................................................................................................................................................ (36,925) 41,333 4,408 During 2013, the Company included in “Trademarks, patents and other” the advertisement costs related to the launch of its new armchair, Re-vive, for an amount of 1,225. At December 31, 2015 these advertisement costs amount to 612, net of the depreciation charge for the year. F-17 Impairment tests have been performed on these costs both in 2014 and in 2015. The recoverable amount has been determined as value in use, using the Discounted Cash Flow method, derived, for 2014, from the original Business Plan 2014-2016, adopted by the Board of Directors on February 28, 2014 as updated for the upcoming years, and, for 2015, from new the Business Plan 2017-2020, going to be finalized, which guidelines have been illustrated to the Board of Directors in February 2016. No impairment loss has been recorded. Amortization expense recorded for these assets was 1,953, 2,515 and 3,212 for the years ended December 31, 2015, 2014 and 2013, respectively. Estimated amortization expense for the next five years is 1,940 in 2016, 1,286 in 2017, 109 in 2018, 26 in 2019, 12 in 2020 and nil in 2020. 12. Goodwill At December 31, 2015 and 2014 the net book value of goodwill may be analyzed as follows: 2015 2014 Gross amount ............................................................................................................................................................................................................. Less accumulated amortization .................................................................................................................................................................................. 9,136 (9,136) 9,136 (9,136) Total, net .................................................................................................................................................................................................................... — — The changes in the carrying amount of goodwill for the year ended December 31, 2015, 2014 and 2013 are as follows: Balance, beginning of year ......................................................................................................................................................................................... Increase for new acquisition ....................................................................................................................................................................................... (Reductions for amortization) .................................................................................................................................................................................... 81 — (81) 2013 2015 — — — 2014 — — — Balance, end of year ................................................................................................................................................................................................... — — — During 2013, the depreciation process of Goodwill, related to a small operating unit named “Italian retail owned stores”, was completed and, as a consequence, its net book value is nil and aligned with the US GAAP where the original carrying value was already written-off. See Note 31. 13. Investment in affiliates At December 31, 2015 investments in affiliates included the 49% interest in Salena S.r.l., which carrying value was totally impaired in 2014, in consideration of some legal disputes among shareholders. 14. Other non-current assets Other non-current assets consist of the following: 2015 2014 Security deposits ........................................................................................................................................................................................................ Receivable from extraordinary disposal ..................................................................................................................................................................... 900 1,328 781 1,139 Total ........................................................................................................................................................................................................................... 1,920 2,228 The receivable from extraordinary disposal is related to the long-term portion of the receivable deriving from the sale to a third- party of the branch connected to security and doorkeeping services, occurred in 2014. The collection of this receivable will start from December 2016. 15. Bank overdrafts Bank overdrafts consist of the following: 2015 2014 Bank overdrafts .......................................................................................................................................................................................................... 20,708 18,981 F-18 Bank overdrafts are payable on demand and only relate to Italian entities. The weighted average interest rates on the above overdrafts at December 31, 2015 and 2014 are as follows: 2015 2014 Bank overdrafts .......................................................................................................................................................................................................... 4.50% 4.30% Letters of credit available to the Group amounted to 97,167 and 46,899 at December 31, 2015 and 2014, respectively. The unused portion of these facilities, for which no commitment fees are due, amounted to 29,136 and 253 at December 31, 2015 and 2014, respectively. 16. Accounts payable-trade Accounts payable-trade totaling 58,913 and 75,233 at December 31, 2015 and 2014, respectively, represent principally amounts payable for purchases of goods and services in Italy and abroad, and include 16,341 and 25,286 at December 31, 2015 and 2014, respectively, denominated in foreign currencies. 17. Accounts payable-other Accounts payable-other are analyzed as follows: 2015 2014 Provision for warranties ............................................................................................................................................................................................. 4,923 Advances from customers .......................................................................................................................................................................................... 11,032 Cooperative advertising and quantity discount .......................................................................................................................................................... 2,112 Withholding taxes on payroll and on others ............................................................................................................................................................... 2,330 Other accounts payable .............................................................................................................................................................................................. 7,379 6,575 7,458 5,525 2,122 8,032 Total ........................................................................................................................................................................................................................... 27,776 29,712 “Other accounts payable” represents principally VAT payable. The following table provides the movements in the “Provision for warranties”: 2015 2014 2013 Balance, beginning of year ......................................................................................................................................................................................... Charges to profit and loss ........................................................................................................................................................................................... Reductions for utilization............................................................................................................................................................................................ 6,575 2,550 (4,202) 5,804 2,492 (1,961) 6,335 2,051 (1,811) Balance, end of year ................................................................................................................................................................................................... 4,923 6,335 6,575 18. Taxes on income Italian companies are subject to two enacted income taxes at the following rates: 2015 IRES (state tax) ........................................................................................................................................................................................................... IRAP (regional tax) ..................................................................................................................................................................................................... 27.50% 4.82% 27.50% 4.82% 27.50% 4.82% 2014 2013 IRES is a state tax and is calculated on the taxable income determined on the income before taxes modified to reflect all temporary and permanent differences regulated by the tax law. The enacted IRES tax rate for 2015, 2014 and 2013 is 27.50% of taxable income. The 2016 budget law (Law n. 208 of 28 December 2015) was passed by the Italian Parliament on December, 22 2015 with significant changes relating to Italy’s corporate income tax. In fact, the Italian tax rate has been reduced from 27.5% to 24% starting from 2017, whereas it will remain 27.5% in 2016. F-19 IRAP is a regional tax and each Italian region has the power to increase the current rate of 3.90% by a maximum of 0.92%. In general, the taxable base of IRAP is a form of gross profit determined as the difference between gross revenues (excluding interest and dividend income) and direct production costs (excluding interest expense and other financial costs). The enacted IRAP tax rate due in Puglia region for 2015, 2014 and 2013 is 4.82% (3.90% plus 0.92%). Total income taxes for the years ended December 31, 2015, 2014 and 2013 are allocated as follows: 2015 2014 2013 Current: - Domestic ................................................................................................................................................................................................................... - Foreign ..................................................................................................................................................................................................................... (1,212) (2,835) (1,175) (796) (106) (459) Total (a) ...................................................................................................................................................................................................................... (4,047) (1,971) (566) Deferred: - Domestic ................................................................................................................................................................................................................... - Foreign ..................................................................................................................................................................................................................... — (89) — 162 (6) Total (b) ...................................................................................................................................................................................................................... 162 (89) (6) Total (a+b) .................................................................................................................................................................................................................. (4,136) (1,809) (572) The tax reduction is determined by a lower 2015 IRAP provision according to the 2015 Italian Financial Law which settled the deductibility of personnel expenses from the IRAP tax basis unlike 2014. Certain foreign subsidiaries enjoy significant tax benefits, such as corporate income tax exemptions or reductions of the corporate income tax rates effectively applicable. The tax reconciliation table reported below shows the effect of such “tax exempt income” on the Group’s 2015, 2014 and 2013 income tax charge. Consolidated “Net income/(loss) before income taxes and non-controlling interest” of the consolidated statement of operations for the year ended December 31, 2015, 2014 and 2013, is analyzed as follows: 2015 2014 2013 Domestic ..................................................................................................................................................................................................................... (11,210) (l) Foreign ................................................................................................................................................................................................................... (4,670) (60,085) (4,144) (28,062) (19,469) (m) Total ..................................................................................................................................................................................................................... (15,880) (47,531) (64,229) The effective income taxes differ from the expected income tax expense (computed by applying the IRES state tax, which is 27.5% for 2015, 2014 and 2013, to income before income taxes and non-controlling interest) as follows: 2015 2014 2013 Expected tax benefit at statutory tax rates .................................................................................................................................................................. Effects of: 13,070 17,663 4,228 -Tax exempt income .......................................................................................................................................................................................... 1,041 3,570 1,450 - Aggregate effect of different tax rates in foreign jurisdictions ......................................................................................................................................................................................... - Italian regional tax ................................................................................................................................................................................. - Expiration and write off tax loss carry-forwards ................................................................................................................................... - Non-deductible expenses ....................................................................................................................................................................... - Provisions for contingent liabilities ....................................................................................................................................................... - Depreciation and impairment of goodwill ............................................................................................................................................. - Effect of net change in valuation allowance (587) (1,150) — (3,113) — — 1,311 (1,212) (3,101) (3,250) — (5) 709 (106) (7,745) established against deferred tax assets ................................................................................................................................................ - Tax effect of unremitted earnings .......................................................................................................................................................... (13,600) — (16,992) — 1,301 Actual tax charge ........................................................................................................................................................................................................ (1,809) (4,136) (572) The effective income tax rates for the years ended December 31, 2015, 2014 and 2013 were 3.60%, 3.81%, and 6.44%, respectively. The related Income tax debt recorded for the years ended December 31, 2015 and 2014 is 740 and 1,072, respectively. F-20 The tax effects of temporary differences that give rise to deferred tax assets and deferred tax liabilities at December 31, 2015 and 2014 are presented below: 2015 2014 Deferred tax assets: Tax loss carry-forwards .............................................................................................................................................................................................. Provision for warranties ............................................................................................................................................................................................. Allowance for doubtful accounts ............................................................................................................................................................................... Unrealized net losses on foreign exchange ................................................................................................................................................................ Impairment of long-lived assets ................................................................................................................................................................................. One-time termination benefits .................................................................................................................................................................................... Inventory obsolescence .............................................................................................................................................................................................. Goodwill and intangible assets ................................................................................................................................................................................... Intercompany profit on inventory............................................................................................................................................................................... Provision for contingent liabilities ............................................................................................................................................................................. Provision for sales representatives ............................................................................................................................................................................. 96,026 1,993 2,277 2,514 2,639 3,094 1,685 1,358 1,210 2,092 354 87,966 1,430 2,328 449 1,504 2,968 2,199 1,124 1,244 2,063 340 Total gross deferred tax assets .......................................................................................................................................................................... Less valuation allowance .................................................................................................................................................................................. Net deferred tax assets (a) ................................................................................................................................................................................. 115,242 (112,372) 2,870 103,615 (102,722) 893 2015 2014 Deferred tax liabilities: Unrealized net gains on foreign exchange.................................................................................................................................................................. Unremitted earnings of subsidiaries ........................................................................................................................................................................... With tax on unremitted earnings of subsidiaries ........................................................................................................................................................ Government Grants .................................................................................................................................................................................................... Other temporary differences ....................................................................................................................................................................................... (2,239) (137) (1,000) — — (257) (120) (1,000) — — Total deferred tax liabilities (b) ........................................................................................................................................................................ (3,376) (1,377) Net deferred tax assets (a + b) .............................................................................................................................................................. (506) (484) The deferred taxes reported above have been calculated considering the tax rate reduction from 27.5% to 24% approved by the Italian Parliament and starting from 2017. Therefore, the tax rate applied to calculate each of that Italian deferred tax assets and liabilities has been set considering the estimated period in which each of the related temporary differences will be reversed. A valuation allowance has been established for most of the deductible tax temporary differences and tax loss carry-forwards. Net deferred tax assets not provided for are mainly related to provisions for contingent liabilities and unrealized net losses on foreign exchange recorded by Natuzzi China Ltd, Natuzzi Russia and Italsofa Romania, for which a valuation allowance has not been recorded in consideration of the positive economic result of the subsidiaries. The valuation allowance for deferred tax assets as of December 31, 2015 and 2014 was 102,722 and 112,372, respectively. The net change in the total valuation allowance for the years ended December 31, 2015 and 2014 was a decrease of 9,650 and an increase of 13,600, respectively. In assessing the reliability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible and the tax loss carry- forwards are utilized. The increase of the 2015 deferred tax assets is related to some temporary differences of foreign subsidiaries. Starting from 2013, in Italy, a new tax rule has been adopted for tax losses carry forwards. From 2013 all net losses carried forward no longer expire, with the only limitation being that such loss carryforwards can be utilized to off-set a maximum of 80% of the taxable income in each following year. The new tax rule is applicable also to net losses recorded in previous periods. Given the cumulative loss position of the Company and of most of the Italian and foreign subsidiaries as of December 31, 2015 and 2014, and despite the new tax rule described above, management has considered the scheduled reversal of deferred tax liabilities and tax planning strategies, in making their assessment. The management after a reasonable analysis as of December 31, 2015 and 2014 has not identified any relevant tax planning strategies prudent and feasible available to reduce the valuation allowance. F-21 Therefore, at December 31, 2015 and 2014 the realization of the deferred tax assets is primarily based on the scheduled reversal of deferred tax liabilities, except in certain historically profitable jurisdictions. Based upon this analysis, management believes it is not more likely than not that Natuzzi Group will realize the benefits of these deductible differences and net operating losses carry-forwards, net of the existing valuation allowance at December 31, 2015 and 2014. Net deferred income tax assets are included in the consolidated balance sheets as follows: 2015 Current Non current Total Gross deferred tax assets............................................................................................................................................................................................. (n) Less Valuation allowance ..................................................................................................................................................................................... 99,085 (99,085) 103,615 (102,722) 4,530 (3,637) (o) Deferred tax assets ................................................................................................................................................................................................ Deferred tax liabilities compensated ........................................................................................................................................................................... 893 (377) 893 (377) — — Net deferred tax assets....................................................................................................................................................................................... 516 516 — Deferred tax liabilities ....................................................................................................................................................................................... (1,000) (1,000) — Net deferred tax assets (liabilities) (484) 2014 Current Non current Total Gross deferred tax assets............................................................................................................................................................................................. Less Valuation allowance ........................................................................................................................................................................................... 109,361 (109,361) 115,242 (112,372) 5,881 (3,011) Deferred tax assets ...................................................................................................................................................................................................... Deferred tax liabilities compensated ........................................................................................................................................................................... 2,870 (2,376) 2,870 (2,376) — — Net deferred tax assets....................................................................................................................................................................................... 494 494 — Deferred tax liabilities ....................................................................................................................................................................................... (1,000) (1,000) — Net deferred tax assets (liabilities) (506) As of December 31, 2015, taxes that are due on the distribution of the portion of shareholders’ equity equal to unremitted earnings of some of the subsidiaries is 120 and the 10% of the withholding tax has also posted considering that thee unremitted earnings will be distributed as dividends. The Group has provided for such taxes as the likelihood of distribution is probable. As of December 31, 2015 the tax losses carried-forward of the Group total 344,005 and expire as follows: 2016 ............................................................................................................................................................................................................................ 2,494 2017 ............................................................................................................................................................................................................................ 3,876 2018 ............................................................................................................................................................................................................................ 3,688 2019 ............................................................................................................................................................................................................................ 15,178 2020 ............................................................................................................................................................................................................................ 5,490 Thereafter ................................................................................................................................................................................................................... 41,083 No expiration .............................................................................................................................................................................................................. 272,196 Total ............................................................................................................................................................................................................................ 344,005 19. Salaries, wages and related liabilities Salaries, wages and related liabilities are analyzed as follows: 2015 2014 Salaries and wages ..................................................................................................................................................................................................... Social security contributions ...................................................................................................................................................................................... Vacation accrual ......................................................................................................................................................................................................... 2,920 6,880 4,231 7,034 7,104 4,161 Total ........................................................................................................................................................................................................................... 14,031 18,299 F-22 The decrease in salaries and wages is mainly deriving from the fact that the caption included, as of December 31, 2014, also payables for December 2014 salaries, that were settled in January 2015. Salaries and wages include by 2,346 incentive payments relate to the unsettled portion of incentives granted to employees further to the agreements signed with social parties in October 2013 (see note 28). In particular, for some employees, payments by installments have been agreed upon, ending in April 2016. 20. Long-term debt Long-term debt at December 31, 2015 and 2014 consists of the following: 6-months Euribor (360) plus a 3.9% spread long-term debt with 2015 2014 final payment due August 2019 ............................................................................................................................................................................. 4,616 5,000 2.25% long-term debt payable in annual equal installments with final payment due May 30, 2015 ........................................................................................................................................................................... — 301 3-months Euribor (360) plus a 1.0% spread long-term debt with final payment due August 2015 ............................................................................................................................................................................. — 1,946 0.74% long-term debt payable in annual installments with final payment due April 2018 ........................................................................................................................................................................................ 1,547 2,056 3-months Euribor (360) plus a 4% spread long-term debt with final payment due August 2019 ............................................................................................................................................................................. 5,000 — 6-months Euribor (360) plus a 2.9% spread long-term debt with final payment due December 2020 ........................................................................................................................................................................ 200 — 6-months Euribor (360) plus a 2.5% spread long-term debt with final payment due August 2017 ............................................................................................................................................................................. Total long-term debt ................................................................................................................................................................................................... 19,029 Less: (current installments) ........................................................................................................................................................................................ (3,397) 9,303 (3,141) 7,666 — Long-term debt, excluding current installments ......................................................................................................................................................... 15,632 6,162 In 2015 the Company obtained a new Long term debt of a nominal amount of 5,000 with installments payable on a monthly basis and with final payments due August 2019. This long term floating-rate debt provides variable installments depending on the 3- months Euribor (360) plus a 4% spread. This loan is assisted by financial covenants, to be measured at year-end, as following indicated: • • EBITDA >= 3,000 Net Financial Position / Net Equity <= 0,25. As of December 31, 2015 these covenants have been respected. Moreover, one of the Italian subsidiaries obtained a new Long term debt of a nominal amount of 200 with installments payable on a monthly basis and with final payments due December 2020 and interest rate 3-months Euribor (360) plus a 2.9% spread. The loans are guaranteed by a mortgage on some Italian plants for a total amount of 10,300. Another loan of nominal 10,000, withdrawn at year-end 2015 by 7,666, has been obtained by the Romanian subsidiary. The loan is payable on a monthly basis starting from August 2016 and ending in August 2017. The loan is guaranteed by a mortgage on the Romanian plant for an amount of 16,628. In addition, the loan is assisted by financial covenants, to be measured quarterly, as following reported: • • • • Cash receipts >= 60% turnover EBITDA margin >= 4.5% Net debt/EBITDA <= 3 Debt Service Cover Ratio >= 1.35 At December 31, 2015 these covenants have been respected. During 2014 and 2015 the Company punctually reimbursed all the installment of the aforementioned long term loans. F-23 Loan maturities after 2016 (Long term debts) are summarized below: 2017 ............................................................................................................................................................................................................................ 2018 ............................................................................................................................................................................................................................ 2019 ............................................................................................................................................................................................................................ 2020 ............................................................................................................................................................................................................................ Thereafter ................................................................................................................................................................................................................... 9,304 2,853 1,933 1,042 500 Total ............................................................................................................................................................................................................................ 15,632 At December 31, 2015 the long-term debt denominated in foreign currency amounts to 7,667 and pertains to the Romanian subsidiary. Interest expense related to long-term debt for the years ended December 31, 2015, 2014 and 2013 was 535, 152 and 111 respectively. Interest expense is paid with the related installment (quarterly, semi-annual or annual). 21. Other liabilities Other liabilities consist of: 2015 2014 Provision for tax and legal proceedings ..................................................................................................................................................................... One-time termination benefits .................................................................................................................................................................................... Termination indemnities for sales agents ................................................................................................................................................................... Other provisions ......................................................................................................................................................................................................... 7,001 11,235 1,095 1,840 6,576 10,158 1,223 1,889 19,846 21,215 The Group is involved in a number of certain and probable claims (including tax claims) and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters, after the provision accrued, will not have a material adverse effect on the Group’s consolidated financial position or results of operations. The changes in the balance of “Provision for tax and legal proceedings” for the year ended December 31, 2015, 2014 and 2013 are as follows: Provision for tax and legal proceedings 2015 2014 2013 Balance, beginning of year ......................................................................................................................................................................................... -Increase for new provision ........................................................................................................................................................................................ -(Reductions) .............................................................................................................................................................................................................. 7,001 1,153 (1,578) 8,293 1,433 (2,411) 7,315 — (314) Balance, end of year ................................................................................................................................................................................................... 6,576 7,315 7,001 The increase in the provision refers to 432 of potential fiscal liability of the subsidiary Italsofa Nordeste, connected to the conversion to share capital of some liabilities due by the subsidiary to the Company, following a formal shareholders’ resolution dated December 31, 2015. The remaining accrual refers to several minor tax and legal claims mainly pertaining to the Company and the subsidiary Italsofa Nordeste. The “One-time termination benefits” include the amounts to be paid on the separation date of certain workers and have been determined by the Company based on the current applicable Italian law and regulations for involuntarily termination of employees. In particular, in October 2011 the Italian Ministry of Labor accepted the request made by the Company to access unemployment benefits granted by a special Social Security procedure called “CIGS - Cassa Integrazione Guadagni Straordinaria” (Italian law July, 23 1991 n. 223 e D.M. August 20, 2002 n. 31444) , and admitted the Company to a 24 month layoff period, in order to support the reorganization process. Before the end of the first lay-off period (October 15, 2013), an agreement was signed between the Company and the Trade Unions by which the Company obtained the extension by one year (October 15, 2014) of the special Social Security procedure called “CIGS - Cassa Integrazione Guadagni Straordinaria”, and the number of redundant workers was estimated at 1,506, with the possibility for maximum 600 workers to adhere to an incentive payments program ending in May 2014. Based on the agreement dated October 10, 2013, the Company, at December 31, 2013 increased by 19,959 the provision accrued in 2011 for one-time termination benefits, coming to a total provision of 24,730 as of December 31, 2013. The accrual of 19,959 was recorded as a non-operating F-24 expense, under the line “other income/(expense) net” of the consolidated statement of operations for the year ended December 31, 2013 (see note 28). The provision, calculated by the Company together with its labor consultants, considered (i) the cost of future layoffs, to be paid for those workers not adhering to the incentive payments program (ii) the best estimation of incentive payments to be paid in 2014 (iii) the advance notice remuneration owed to redundant workers in case of termination. During 2014, the Company obtained the postponement of the “CIGS - Cassa Integrazione Guadagni Straordinaria” by one additional year (expiring on October 16, 2015) for 1.550 workers. Also, in 2014, negotiations started with social parties to obtain a Solidarity agreement aimed to avoid layoffs by reducing the number of daily work hours for all employees and reduce labor and social contribution costs. The agreement was finally signed on March 3, 2015 and referred to a total number of 1,818 workers, net of the 429 workers that left the Company further to the acceptance of incentive payments. Remaining redundant employees amounted to 516, to be managed through possible reabsorptions at the Ginosa site and at newcos going to be established, together with further incentive payment programs to be launched. Based on the estimation of the redundancy as of December 31, 2014, no accrual was posted to the one-time termination benefit provision since the Company estimated, together with its labor consultant, that the remaining provision was sufficient enough to cover the cost of future layoffs and/or incentive payments to be agreed upon. During 2015, 100 workers, originally employed at the Ginosa plant, have been re-employed at the Jesce, Matera and Laterza plants. As for the remaining redundancy, on July 28, 2015 a new incentive payment program has been launched, with ultimate deadline finally set on June 30, 2016. Afterwards, on October 14, 2015 the Company has obtained the postponement of the “CIGS - Cassa Integrazione Guadagni Straordinaria” program by one additional year (expiring on October 16, 2016) for a number of 424 workers. As of December 31, 2015, 65 workers have adhered to the new incentive payment program. Based on these elements, the remaining estimated redundancy is 359 workers. Out of this number, 100 workers are likely to accept incentives by June 30, 2016. In order to avoid layoffs, the Company is actively trying to place additional 100 redundant workers, granting incentives to local firms available to hire Natuzzi workers currently benefiting of the CIGS. Also, for the remaining 159 workers, the Company is evaluating to make use of the non-opposed mobility, so to save on indemnities to be paid at the time of the termination of the work contract. Given this scenario, the Company, together with its labor consultant, has increased the provision for one-time termination benefits by 3,425. The provision, calculated by the Company together with its labor consultants, considered (i) the cost of future layoffs, to be paid for those workers not adhering to the incentive payments program (ii) the best estimation of incentive payments to be paid in 2016 (iii) the advance notice remuneration owed to redundant workers in case of termination. One time termination benefit 2014 2013 Balance, beginning of year ......................................................................................................................................................................................... -Increase for new provision ........................................................................................................................................................................................ -(Utilization for settlements) ....................................................................................................................................................................................... 24,730 — (13,495) 6,135 19,959 (1,364) 2015 11,235 3,425 (4,502) Balance, end of year ................................................................................................................................................................................................... 10,158 24,730 11,235 During 2015, 2014 and 2013, the Company granted one-time termination benefits of 4,502, 13,495 and 1,364 respectively, to the workers terminated pursuant to individual agreements reached during each year. 22. Shareholders’ equity The share capital is owned, as of December 31, as follows: 2015 2014 Mr. Pasquale Natuzzi* ............................................................................................................................................................................................... Mrs. Anna Maria Natuzzi ........................................................................................................................................................................................... Mrs. Annunziata Natuzzi............................................................................................................................................................................................ Other investors ........................................................................................................................................................................................................... 56.5% 2.6% 2.5% 38.4% 55.1% 2.6% 2.5% 39.8% 100% 100% * through Invest 2003 S.r.l. The number of ordinary shares issued at December 31, 2015 and 2014 is 54,853,045. The par value of one ordinary share is euro 1. F-25 An analysis of the “Reserves” is as follows: Legal reserve .............................................................................................................................................................................................................. 3,203 Monetary revaluation reserve ..................................................................................................................................................................................... — Government capital grants reserve ............................................................................................................................................................................. — Majority shareholder capital contribution .................................................................................................................................................................. 488 11,199 1,344 27,871 488 2015 2014 Total ........................................................................................................................................................................................................................... 40,902 3,691 Italian law requires that 5% of net income of the parent company is retained as a legal reserve, until this reserve is 20% of the issued share capital of each respective company. The legal reserve may be utilized to offset losses; any portion which exceeds 20% of the issued share capital is distributable as dividends. The legal reserve totaled 3,203 and 11,199 at December 31, 2015 and 2014, partially utilized in 2015 to offset the loss recorded by the parent company. During 2015, the monetary revaluation reserve and the government capital grants reserve were totally used to offset of the loss for 2014 recorded by the parent company. The translation adjustment for 2015 included in retained earnings of shareholders’ equity related to translation of the Group’s foreign assets and liabilities at December 31, 2015 was a credit of 7,803 (credit of 4,385 at December 31, 2014). Non-controlling interest—Non-controlling interest shown in the accompanying consolidated balance sheet at December 31, 2015 is 3,234 (3,001 at December 31, 2014). The variation includes the effect of the exchange difference on group’s foreign financial statements. 23. Commitments and contingent liabilities Several companies of the Group lease manufacturing facilities and stores under non-cancellable lease agreements with expiry dates through 2023. Rental expense recorded for the years ended December 31, 2015, 2014 and 2013 was 16,574, 15,933 and 17,602, respectively. As of December 31, 2015, the minimum annual rental commitments are as follows: 2016 ............................................................................................................................................................................................................................ 12,430 2017 ............................................................................................................................................................................................................................ 12,170 2018 ............................................................................................................................................................................................................................ 12,238 2019 ............................................................................................................................................................................................................................ 11,887 2020 ............................................................................................................................................................................................................................ 11,889 Thereafter ................................................................................................................................................................................................................... 12,956 Total ............................................................................................................................................................................................................................ 73,572 Certain banks have provided guarantees at December 31, 2015 to secure payments to third parties amounting to 2,716 (788 at December 31, 2014). These guarantees are unsecured and have various maturities extending through December 31, 2016. Following the “defensive” job-security agreement signed with social parties on March 3, 2015, and the subsequent incentive payment program launched on July 28, 2015, redundant employees have been estimated to be 359, to be managed through replacement to local firms, use of incentives and non-opposed mobility. At the end of the program, lasting 24 months, the Company will therefore provide the remaining redundant employees with notice of formal termination. 24. Segmental and geographical information The Group operates in two operating segments, “Natuzzi brand” and “Softaly/Private label”. The Natuzzi brand segment includes net sales from the “Natuzzi Italia”, “Natuzzi Re-vive” and “Natuzzi Editions” product lines. Segment disclosure is rendered by aggregating the operating segments into one reporting segment, that is the design, manufacture and marketing of contemporary and traditional leather and fabric upholstered furniture. It offers a wide range of upholstered furniture for sale, manufactured in production facilities located in Italy and abroad (Romania, Brazil and China). F-26 Net sales of upholstered furniture analyzed by coverings are as follows: Sales of upholstered furniture Upholstered furniture—Leather .................................................................................................................................................................................. Upholstered furniture—Fabric .................................................................................................................................................................................... 374,418 34,702 400,272 36,750 382,237 20,621 2015 2014 2013 Subtotal ....................................................................................................................................................................................................................... 409,120 437,022 402,858 Other sales .................................................................................................................................................................................................................. 52,280 51,454 46,251 Total ............................................................................................................................................................................................................................ 461,400 488,476 449,109 Within leather and fabric upholstered furniture, the Company offers furniture in the following categories: stationary furniture (sofas, loveseats and armchairs), sectional furniture, motion furniture, sofa beds and occasional chairs, including recliners and massage chairs. The following tables provide information upon the net sales of upholstered furniture and of long-lived assets by geographical location. Net sales are attributed to countries based on the location of customers. 2015 2014 2013 Sales of upholstered furniture United States of America ............................................................................................................................................................................................ Italy ............................................................................................................................................................................................................................. England ....................................................................................................................................................................................................................... Canada ........................................................................................................................................................................................................................ France ......................................................................................................................................................................................................................... Spain ........................................................................................................................................................................................................................... Belgium ...................................................................................................................................................................................................................... Germany ..................................................................................................................................................................................................................... Brazil .......................................................................................................................................................................................................................... Australia ...................................................................................................................................................................................................................... China ........................................................................................................................................................................................................................... Other countries (none greater than 2%) ...................................................................................................................................................................... 114,007 35,997 37,524 37,868 16,126 12,525 10,244 13,279 10,747 9,694 21,626 89,483 127,885 39,081 52,666 33,874 12,524 13,216 8,958 11,363 9,469 9,371 26,121 92,494 102,525 31,022 30,667 40,189 20,085 12,292 11,645 16,247 8,548 10,469 18,330 100,839 Total ............................................................................................................................................................................................................................ 409,120 437,022 402,858 In addition, the Group also sells minor volumes of excess polyurethane foam, leather by-products and certain pieces of furniture (coffee tables, lamps and rugs) which, for 2015, 2014 and 2013 totaled 47,548, 59,439 and 46,251, respectively. 25. Cost of sales Cost of sales is analyzed as follows: 2015 2014 2013 Opening inventories .................................................................................................................................................................................................... 90,213 Purchases .................................................................................................................................................................................................................... 203,090 Labor ........................................................................................................................................................................................................................... 74,763 Third party manufacturers .......................................................................................................................................................................................... 10,807 Other manufacturing costs .......................................................................................................................................................................................... 30,744 Closing inventories ..................................................................................................................................................................................................... (79,068) 82,269 195,302 78,695 11,129 28,895 (78,991) 78,991 216,047 81,791 16,325 30,232 (90,213) Total ............................................................................................................................................................................................................................ 330,549 333,173 317,299 The line item “Other manufacturing costs” includes the depreciation expenses of property plant equipment used in the production of finished goods. This depreciation expense amounted to 9,907, 9,677 and 10,283 for the years ended December 31, 2015, 2014 and 2013, respectively. F-27 26. Selling expenses Selling expenses is analyzed as follows: 2015 2014 2013 Salaries (commercial) ................................................................................................................................................................................................. 20,526 Fairs ............................................................................................................................................................................................................................ 2,711 Commissions .............................................................................................................................................................................................................. 10,022 Freight ......................................................................................................................................................................................................................... 42,319 Promotion ................................................................................................................................................................................................................... 876 Advertising ................................................................................................................................................................................................................. 16,724 Depreciations (commercial) ........................................................................................................................................................................................ 1,716 Product repairs ............................................................................................................................................................................................................ 7,086 Samples ....................................................................................................................................................................................................................... 1,448 Credit insurance cost ................................................................................................................................................................................................... 574 Bad debts .................................................................................................................................................................................................................... 1,842 Other commercial insurance cost ................................................................................................................................................................................ 582 Other Freight costs ...................................................................................................................................................................................................... 11,205 Rent (commercial) ...................................................................................................................................................................................................... 11,196 Consultancy (Commercial) ......................................................................................................................................................................................... 941 Utilities (commercial) ................................................................................................................................................................................................. 2,065 Other (commercial) ..................................................................................................................................................................................................... 1,607 21,229 2,965 9,109 40,258 1,583 17,943 1,908 6,024 1,151 575 536 623 8,010 11,876 1,032 2,076 1,984 20,588 3,699 9,002 38,470 1,129 16,152 2,761 3,922 1,039 613 3,546 539 7,155 13,648 404 2,178 1,789 Total ............................................................................................................................................................................................................................ 133,440 128,882 126,634 27. General and administrative expenses General and administrative expenses is analyzed as follows: 2015 2014 2013 Salaries........................................................................................................................................................................................................................ Consultancy ................................................................................................................................................................................................................ Electronic data processing .......................................................................................................................................................................................... Mail & Phone .............................................................................................................................................................................................................. Other ........................................................................................................................................................................................................................... Printing & Stationery .................................................................................................................................................................................................. Depreciations .............................................................................................................................................................................................................. Travel expenses .......................................................................................................................................................................................................... Cars cost ..................................................................................................................................................................................................................... Directors and auditors—fees ...................................................................................................................................................................................... Non deductibles and indirect taxes ............................................................................................................................................................................. 16,047 3,505 106 933 2,491 455 2,105 2,512 715 679 2,568 18,410 4,133 111 1,044 1,729 580 2,656 3,238 1,119 647 2,636 18,535 3,677 124 1,000 1,996 572 3,518 3,945 1,171 592 2,375 28. Other income /(expense), net Other income/(expense), net is analyzed as follows: 32,116 36,303 37,505 2015 2014 2013 Interest income............................................................................................................................................................................................................ (Interest expense and bank commissions) ................................................................................................................................................................... 952 (2,815) 696 (3,986) 1,348 (1,895) Interest income/(expense), net .................................................................................................................................................................................... Gains (losses) on foreign exchange, net ..................................................................................................................................................................... Unrealized exchange gain (losses) on derivative instruments, net .............................................................................................................................. Other, net .................................................................................................................................................................................................................... (547) (3,305) 519 (28,567) (1,863) (2,158) (271) (6,281) (3,290) (964) (94) (3,903) Total ............................................................................................................................................................................................................................ (10,573) (31,900) (8,251) F-28 “Gains (losses) on foreign exchange, net” are related to the following: 2015 2014 2013 Net realized gains (losses) on derivative instruments ................................................................................................................................................. Net realized gains (losses) on accounts receivable and payable ................................................................................................................................. Net unrealized gains (losses) on accounts receivable and payable ............................................................................................................................. 120 (12,284) 11,200 (282) (288) (1,588) 2,150 (2,574) (2,881) Total............................................................................................................................................................................................................................ (2,158) (3,305) (964) “Other, net” are related to the following: Impairment (losses)/reverse of long-lived assets and non-current 2015 2014 2013 investments ............................................................................................................................................................................................................ Provisions for contingent liabilities ............................................................................................................................................................................ One-time termination benefits .................................................................................................................................................................................... Profit from extraordinary disposal .............................................................................................................................................................................. Chinese relocation compensation ............................................................................................................................................................................... Expenses for the Chinese relocation ........................................................................................................................................................................... Write-off of fixed assets ............................................................................................................................................................................................. Other, net .................................................................................................................................................................................................................... (8,550) (1,433) (19,959) — 8,738 (857) (359) (6,147) (2,590) — (844) 1,564 — — — (4,411) 801 (1,153) (3,425) — — — — (126) Total ............................................................................................................................................................................................................................ (28,567) (6,281) (3,903) Provisions for contingent liabilities—The Company has charged to other income (expense), net in 2015, 2014 and 2013 the amount of 1,153, nil and 1,433, respectively, for the estimated probable liabilities related to some claims (including tax claims) and legal actions in which it is involved. As of December 31, 2015, the accrual of 1,153 is primarily composed of legal contingencies that arose from employees and suppliers of the parent Company by 320 and tax and legal contingencies related to the subsidiary Italsofa Nordeste for 833. As of December 31, 2014, no additional accruals were recorded. As of December 31, 2013 the amount of the accrual for contingent liabilities, totaling 1,433, was related to several minor claims and legal actions arising in the ordinary course of business mainly referred to the parent Company. Impairment losses of long-lived assets and non-current investments—Following the sale purchase agreement signed in the first months of 2015 with a third party for the sale of the Pojuca plant not in use, and the total collection of the sale price, which occurred in 2016, the Company has reversed a portion of the impairment loss recorded in previous years, for an amount of 801. In 2014 the Company performed an impairment review of its production and retail long-lived assets, and an impairment loss of 1,160 was recorded (414 of “lands and industrial buildings”, 746 as “retail gallery and store furnishings”). Also, at December 31, 2014, the Company has totally impaired the investment in the affiliate Salena S.r.l., in consideration of some legal disputes among shareholders for an amount of 1,430. In 2013 the Company performed an impairment review of its production and retail long-lived assets and an impairment loss totaling 8,550 was recorded (2,153 as retail assets, 404 as long-lived assets not in use in Italy, and 5,993 as the airplane). One-time termination benefits – In October 2011 the Italian Ministry of Labor accepted the request made by the Company to access unemployment benefits granted by a special Social Security procedure called “CIGS—Cassa Integrazione Guadagni Straordinaria” (Italian law July, 23 1991 n. 223 e D.M. August 20, 2002 n. 31444) , and admitted the Company to a 24 month layoff period, in order to support the reorganization process. Before the end of the first lay-off period (October 15, 2013), an agreement was signed between the Company and the Trade Unions by which the Company obtained the extension by one year (October 15, 2014) of the special Social Security procedure called “CIGS—Cassa Integrazione Guadagni Straordinaria”, and the number of redundant workers was estimated at 1,506, with the possibility for maximum 600 workers to adhere to an incentive payments program ending in May 2014. Based on the agreement dated October 10, 2013, the Company, at December 31, 2013 increased by 19,959 the provision accrued in 2011 for one-time termination benefits, coming to a total provision of 24,730 as of December 31, 2013. The accrual of 19,959 was recorded as a non-operating F-29 expense, under the line “other income/(expense) net” of the consolidated statement of operations for the year ended December 31, 2013. The provision, calculated by the Company together with its labor consultants, considered (i) the cost of future layoffs, to be paid for those workers not adhering to the incentive payments program (ii) the best estimation of incentive payments to be paid in 2014 (iii) the advance notice remuneration owed to redundant workers in case of termination. During 2014, the Company obtained the postponement of the “CIGS—Cassa Integrazione Guadagni Straordinaria” by one additional year (expiring on October 16, 2015) for 1.550 workers. Also, in 2014, negotiations started with social parties to obtain a Solidarity agreement aimed to avoid layoffs by reducing the number of daily work hours for all employees and reduce labor and social contribution costs. The agreement was finally signed on March 3, 2015 and referred to a total number of 1,818 workers, net of the 429 workers that left the Company further to the acceptance of incentive payments. Remaining redundant employees amounted to 516, to be managed through possible reabsorptions at the Ginosa site and at newcos going to be established, together with further incentive payment programs. Based on the estimation of the redundancy as of December 31, 2014, no accrual was posted to the one-time termination benefit provision since the Company estimated, together with its labor consultant, that the remaining provision was sufficient enough to cover the cost of future layoffs and/or incentive payments to be agreed upon. The cost of 844 included in the line “other income/(expense), net” was related to the termination benefits recognized to laid-off employees of the subsidiaries Natco and Impe, for which no provision was accounted for in previous years. During 2015, 100 workers, originally employed at the Ginosa plant, were re-employed at the Santeramo Jesce, Matera and Laterza plants. As for the remaining redundancy, on July 28, 2015 a new incentive payment program has been launched, with an ultimate deadline finally set for June 30, 2016. Afterwards, on October 14, 2015 the Company obtained the postponement of the “CIGS—Cassa Integrazione Guadagni Straordinaria” program by one additional year (expiring on October 16, 2016) for 424 workers. As of December 31, 2015, 65 workers have adhered to the new incentive payment program. Based on these elements, the remaining estimated redundancy is 359 workers. Out of this number, 100 workers are likely to accept incentives by June 30, 2016. In order to avoid layoffs, the Company is actively trying to place an additional 100 redundant workers, granting incentives to local firms available to hire Natuzzi workers currently benefiting of the CIGS. Also, for the remaining 159 workers, the Company is evaluating to make use of the non-opposed mobility, so to save on indemnities to be paid at the time of the termination of the work contract. Given this scenario, the Company, together with its labor consultant, has increased the provision for one-time termination benefits by 3,425. The accrual of 3,425 was recorded as a non-operating expense, under the line “other income/(expense) net” of the consolidated statement of operations for the year ended December 31, 2015. The provision, calculated by the Company together with its labor consultants, considered (i) the cost of future layoffs, to be paid for those workers not adhering to the incentive payments program, (ii) the best estimation of incentive payments to be paid in 2015 and (iii) the advance notice remuneration owed to redundant workers in case of termination. Profit from extraordinary disposal – In consideration of the implementation of the efficiency actions set forth in the Group Transformation Plan, during 2014 the Company sold the security and doorkeeping services to a former related party, for an amount of 1,328, recording a profit of 1,564. Chinese relocation compensation— On January 26, 2011 Italsofa Shanghai Ltd (a Chinese subsidiary) signed an agreement with the Shanghai Municipality and Shanghai n.12 Metro Line Development Co. Ltd to abandon its industrial site and relocate to another industrial site. In April 2011, this agreement was executed and Italsofa Shanghai relocated its manufacturing process to a new industrial site. As a consequence of the signed agreement Italsofa Shanghai collected a relocation compensation amount of 46,691 (equal to RMB 420 million), which was recorded as non-operating income, under the line “other income/(expense) net” of the consolidated statement of operations for the year ended December 31, 2011. During 2013, a second supplementary agreement was signed between the Company and the Shanghai Municipality, by which the Company obtained the reimbursement of taxes due on the relocation compensation, totaling 8,738 (equal to RMB 71.4 million). Expenses for the Chinese relocation— As a consequence of the above relocation, all fixed assets owned by Italsofa Shanghai that were not transferred to the new industrial site (the industrial building and some machines and equipment) were written-off in 2011 recording a loss of 18,388 (equivalent to RMB 165 million). In addition the Chinese subsidiary recorded other extraordinary expenses for employees compensation and fees of 3,243 (equivalent to RMB 28 million). The consolidated statement of operations for the year ended December 31, 2011 includes under the line “other income/(expense) net” the cumulative expenses for the Chinese relocation of 21,631. During 2013, additional consulting expenses were incurred, connected to the second supplementary agreement, totaling 857, which were recorded as non-operating expenses under the line “other income/(expense) net” of the consolidated statement of operations for the year ended December 31, 2013. Write off of fixed assets—The write off of fixed assets includes the net book value of those fixed assets that refer mainly to damaged items and that were no longer in conformity with the production quality standards, together with assets pertaining to stores that were closed. As of December 31, 2013 the write offs of fixed assets amount to 359. No write-off was recorded for 2014 and 2015. F-30 Other, net – Other, net include as of December 31, 2015 mainly bonus adjustments received by the parent Company. As of December 31, 2014, the caption included extraordinary expenses incurred by Chinese subsidiaries of 2.1 million and the cumulated depreciation on assets temporary not in use (i.e. some of the Italian plants), for which depreciation had been suspended in previous years and which had to be recorded following the adoption of the new accounting principles, effective for financial statements closed at December 31, 2014. The amount of the accumulated depreciation is 694. As of December 31, 2013, the caption included 2,278 of partial write-off of some government grants receivables following a revision of the original grant decree, and 1,693 of extraordinary costs related to the restructuring of the Group. 29. Financial instruments and risk management A significant portion of the Group’s net sales and its costs are denominated in currencies other than the euro, in particular the U.S. dollar. The remaining costs of the Group are denominated principally in euros. Consequently, a significant portion of the Group’s net revenues are exposed to fluctuations in the exchange rates between the euro and such other currencies. The Group uses forward exchange contracts (known in Italy as domestic currency swaps) and zero cost collars to reduce its exposure to the risks of short-term declines in the value of its foreign currency denominated revenues. The Group uses such derivative instruments to protect the value of its foreign currency denominated revenues, and not for speculative or trading purposes. The Group is exposed to credit risk in the event that the counterparties to the domestic currency swaps and zero cost collars fail to perform according to the terms of the contracts. The contract amounts of the domestic currency swaps and zero cost collars described below do not represent amounts exchanged by the parties and, thus, are not a measure of the exposure of the Group through its use of those financial instruments. The amounts exchanged are calculated on the basis of the contract amounts and the terms of the financial instruments, which relate primarily to exchange rates. The immediate credit risk of the Group’s domestic currency swaps is represented by the unrealized gains or losses on the contracts. Management of the Group enters into contracts with creditworthy counter-parties and believes the risk of material loss from such credit risk to be remote. The table below summarizes in euro equivalent the contractual amounts of forward exchange contracts and zero cost collars used to hedge principally future cash flows from accounts receivable and sales orders at December 31, 2015 and 2014: 2015 2014 U.S. dollars ................................................................................................................................................................................................................. Euro ............................................................................................................................................................................................................................ Canadian dollars ......................................................................................................................................................................................................... Danish kroner ............................................................................................................................................................................................................. British pounds ............................................................................................................................................................................................................ Australian dollars ....................................................................................................................................................................................................... Swedish kroner ........................................................................................................................................................................................................... Japanese yen ............................................................................................................................................................................................................... 15,523 9,818 7,777 624 15,159 2,558 396 2,038 9,178 9,896 11,519 0 9,512 2,103 387 2,099 Total ........................................................................................................................................................................................................................... 53,892 44,694 The following table presents information regarding the contract amount in euro equivalent amounts and the estimated fair value of all of the Group’s forward exchange and zero cost collar contracts. Contracts with net unrealized gains are presented as ‘assets’ and contracts with net unrealized losses are presented as ‘liabilities’. 2015 Contract amount Unrealized gains (losses) 2014 Contract amount Unrealized gains (losses) Assets ......................................................................................................................................................................................................................... Liabilities .................................................................................................................................................................................................................... 11,212 33,482 20,734 33,158 199 (293) 312 (583) Total ........................................................................................................................................................................................................................... 44,694 53,892 (94) (271) At December 31, 2015 and 2014, the exchange derivative instruments contracts had a net unrealized income (expense), of (94) and (271), respectively. These amounts are recorded in other income (expense), net in the consolidated statements of operations (see note 28). Unrealized gains (losses) on forward exchange contracts are determined by using quoted prices in active markets for similar forward exchange contracts. Refer to note 3(c) for the Group’s accounting policy on forward exchange contracts and zero cost collars. F-31 30. Fair value of financial instruments The following table summarizes the carrying value and the estimated fair value of the Group’s financial instruments: 2015 Carrying value Fair value 2014 Carrying value Fair value Assets: -Marketable debts securities ....................................................................................................................................................................................... - Derivative instruments ............................................................................................................................................................................................. Liabilities: -Long-term debt .......................................................................................................................................................................................................... - Derivative instruments ............................................................................................................................................................................................. 19,029 (293) 17,014 (293) 8,852 (583) 9,303 (583) 4 312 5 199 5 199 4 312 Cash and cash equivalents, trade and other receivables, payables and bank overdrafts approximate fair value because of the short maturity of these instruments. Market value for quoted marketable debt securities is represented by the securities exchange prices at year-end. Fair value of the long-term debt is estimated based on cash flows discounted using current rates available to the Company for borrowings with similar maturities. 31. Application of generally accepted accounting principles in the United States of America The established accounting policies followed in the preparation of the consolidated financial statements (Italian GAAP) vary in certain significant respects from those generally accepted in the United States of America (US GAAP). The calculation of net loss and shareholders’ equity in conformity with US GAAP is as follows: Reconciliation of net loss: Net loss attributable to Natuzzi S.p.A. and subsidiaries in 2015 2014 2013 (16,484) conformity with Italian GAAP ............................................................................................................................................................................... (49,357) (68,576) Adjustments to reported income: (a) Revaluation of property, plant and equipment ...................................................................................................................................................... (b) Government grants ................................................................................................................................................................................................ (c) Revenue recognition .............................................................................................................................................................................................. (d) Goodwill and intangible assets .............................................................................................................................................................................. (e) Translation of foreign financial statements ........................................................................................................................................................... (f) One-time termination benefits ............................................................................................................................................................................... (g) Long-lived assets – impairment ............................................................................................................................................................................ (h) Write-off advertisement and advisory costs .......................................................................................................................................................... (i) Long lived assets – Depreciation ........................................................................................................................................................................... Tax effect of US GAAP adjustments .......................................................................................................................................................................... 28 532 281 81 1,862 7,987 — (1,833) (1,643) (753) 28 531 (616) — 821 (2,141) 801 376 — (656) 28 283 192 — 5,430 (2,885) — 376 — (82) Net loss attributable to Natuzzi S.p.A. and subsidiaries in (18,942) conformity with US GAAP .................................................................................................................................................................................... (46,015) (62,034) Basic loss per share in conformity with US GAAP ..................................................................................................................................................... Diluted loss per share in conformity with US GAAP .................................................................................................................................................. (1.13) (1.13) (0.84) (0.84) (0.35) (0.35) F-32 Reconciliation of equity attributable to Natuzzi S.p.A. and Subsidiaries: Equity attributable to Natuzzi S.p.A. and Subsidiaries in conformity with 2015 2014 Italian GAAP ......................................................................................................................................................................................................... (a) Revaluation of property, plant and equipment ...................................................................................................................................................... (b) Government grants ................................................................................................................................................................................................ (c) Revenue recognition .............................................................................................................................................................................................. (e) Translation of foreign financial statements ........................................................................................................................................................... (f) One-time termination benefits ............................................................................................................................................................................... (g) Long-lived assets – impairment ............................................................................................................................................................................ (h) Write-off advertisement and advisory costs .......................................................................................................................................................... (i) Long lived assets – Depreciation ........................................................................................................................................................................... Tax effect of US GAAP adjustments .......................................................................................................................................................................... Equity attributable to Natuzzi S.p.A. and Subsidiaries in conformity with 157,333 (340) (8,196) (3,700) 7,969 9,094 (413) (1,081) (1,643) (6,909) 171,014 (368) (8,727) (3,084) 9,951 11,235 388 (1,457) (1,643) (6,253) US GAAP .............................................................................................................................................................................................................. 152,114 171,056 The condensed consolidated balance sheets as at December 31, 2015 and 2014, and the condensed consolidated statements of operations for the years ended December 31, 2015, 2014 and 2013, which include all the US GAAP differences commented below are as follows: Condensed Consolidated Balance Sheets as at December 31, 2015 and 2014 Dec. 31,2015 Dec. 31,2014 ASSETS Current assets ............................................................................................................................................................................................................. Non current assets ...................................................................................................................................................................................................... TOTAL ASSETS ....................................................................................................................................................................................................... 240,979 133,109 374,088 233,612 147,682 381,294 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities ........................................................................................................................................................................................................ Non current liabilities ................................................................................................................................................................................................. Equity attributable to Natuzzi S.p.a. and Subsidiaries ......................................................................................................................................................... Non-controlling interest ............................................................................................................................................................................................. TOTAL LIABILITIES AND SHAREHOLDERS’ 149,242 69,498 152,114 3,234 149,357 57,880 171,056 3,001 EQUITY ................................................................................................................................................................................................................ 374,088 381,294 Condensed Consolidated Statements of Operations Years Ended December 31, 2015, 2014 and 2013 2015 2014 2013 485,805 Net sales ...................................................................................................................................................................................................................... (337,770) Cost of sales ................................................................................................................................................................................................................ 148,035 Gross profit........................................................................................................................................................................................................ Selling expenses.......................................................................................................................................................................................................... (123,229) General and administrative expenses .......................................................................................................................................................................... (37,682) (12,876) Operating income (loss) .................................................................................................................................................................................... (4,792) Other expenses, net ..................................................................................................................................................................................................... (17,668) Loss before income taxes .................................................................................................................................................................................. Income taxes ............................................................................................................................................................................................................... (1,242) Net loss .............................................................................................................................................................................................................. (18,910) Net income (loss) attributable to the non -controlling 456,374 (339,157) 117,217 (123,452) (36,303) (42,538) (1,614) (44,152) (1,846) (45,998) 445,183 (333,600) 111,583 (109,883) (57,464) (55,764) (1,171) (56,935) (4,888) (61,823) interest .......................................................................................................................................................................................................... (211) (32) (17) Net loss attributable to Natuzzi S.p.A. and subsidiaries ................................................................................................................................................................................................... (18,942) (62,034) (46,015) F-33 The tables below set forth the reconciliation of net sales and operating income (loss) from Italian GAAP to US GAAP for the years ended December 31, 2015, 2014 and 2013: Reconciliation of net sales from Italian GAAP to US GAAP 2015 2014 2013 Net sales Italian GAAP 461,400 (b) Government grants (reclassification) .......................................................................................................................................................... (442) (c) Revenue recognition (adjustment) ............................................................................................................................................................... (1,757) (j) Cost paid to resellers (reclassification) ........................................................................................................................................................ (2,827) 488,476 (443) 893 (3,121) 449,109 (461) (1,300) (2,165) Net sales US GAAP 485,805 456,374 445,183 Reconciliation of operating loss from Italian GAAP to US GAAP Operating income (loss) Italian GAAP (7,629) (36,958) (32,329) (a) Revaluation property, plant and 2015 2014 2013 equipment (adjustment) ............................................................................................................................................................................... (b) Government grants (adjustment) ................................................................................................................................................................. (c) Revenue recognition (adjustment) ............................................................................................................................................................... (d) Goodwill intangible 28 531 (616) 28 283 192 28 532 281 assets and 0 (adjustment) ................................................................................................................................................................................................. (f) One-time termination benefits ..................................................................................................................................................................... (2,885) (f) One-time 0 (2,141) 81 7,987 termination benefits (reclassification) ........................................................................................................................................................................................... (19,959) (3,425) (844) (g) Impairment of long-lived assets (2,590) (reclassification) ........................................................................................................................................................................................... (h) Write-off intangible assets .......................................................................................................................................................................... 376 (i) Long lived assets – Depreciation (8,550) (1,833) 0 376 (adjustment) ................................................................................................................................................................................................. (1,643) 0 (i) Long lived assets – Depreciation (k) Write-off of tangible assets 0 0 0 (reclassification) ........................................................................................................................................................................................... (140) 0 (reclassification) ........................................................................................................................................................................................... (42,538) Operating income (loss) US GAAP (12,876) (55,764) (359) 0 The differences which have a material effect on net loss and/or shareholders’ equity are disclosed as follows: (a) Certain property, plant and equipment has been revalued in accordance with Italian laws. The revalued amounts are depreciated for Italian GAAP purposes. US GAAP does not allow for such revaluations, and depreciation is based on historical costs. The revaluation primarily relates to industrial buildings. The adjustment to net loss and shareholders’ equity represents the reversal of excess depreciation recorded under Italian GAAP on revalued assets. (b) Under Italian GAAP until December 31, 2000 government grants related to capital expenditures were recorded, net of tax, within reserves in shareholders’ equity. Subsequent to that date such grants have been recorded as deferred income and recognized in the consolidated statement of operations as revenue or other income, as appropriate under Italian GAAP (see note 3 n)), on a systematic basis over the useful life of the asset. Under US GAAP, such grants, when received, are classified either as a reduction of the cost of the related fixed asset or as a deferred credit and amortized over the estimated remaining useful lives of the assets. The amortization is treated as a reduction of depreciation expense and classified in the consolidated statement of operations according to the nature of the asset to which the grant relates. The adjustments to net loss represent mainly the annual amortization of the pre December 31, 2000 capital grants based on the estimated useful life of the related fixed assets. The adjustments to shareholders’ equity are to reverse the amounts of capital grants credited directly to equity for Italian GAAP purposes, net of the amounts of amortization of such grants for US GAAP purposes. F-34 Amortization of deferred income related to grants recognized as revenues under Italian GAAP of 443, 442 and 461 for the years ended December 31, 2015, 2014 and 2013 respectively would be reclassified as depreciation expense and recorded in cost of goods sold under US GAAP, in the period such amounts are recognized. (c) Under Italian GAAP, the Group recognizes sales revenue, and accrued costs associated with the sales revenue, at the time products are shipped from its manufacturing facilities located in Italy and abroad. Most of the products are shipped from factories directly to customers under terms that transfer the risks and ownership to the customer when the customer takes possession of the goods. These terms are “delivered duty paid”, “delivered duty unpaid”, “delivered ex quay” and “delivered at customer factory”. Delivery to the customer generally occurs within one to six weeks from the time of shipment. US GAAP requires that revenue should not be recognized until it is realized or realizable, i.e. when related assets received or held are readily convertible to known amounts of cash or claims to cash. Also, revenue should not be recognized until earned, which occurs when the entity has substantially accomplished what it must do to be entitled to the benefits represented by the revenues. For the Group, this requirement is generally met at the time delivery to the customer occurs. Accordingly, the Italian GAAP for revenue recognition differs from US GAAP. The principal effects of this variance on the accompanying consolidated balance sheets as of December 31, 2015 and 2014 and related consolidated statements of operations for each of the years in the three-year period ended December 31, 2015 are indicated below: Effect of revenue recognition adjustment on 2015 Effects Increase (Decrease) 2014 Effects Increase (Decrease) Trade receivables, net ................................................................................................................................................................................................. Inventories .................................................................................................................................................................................................................. (19,308) 13,072 (20,201) 14,592 Total effect on current assets (a) ................................................................................................................................................................................ (6,236) (5,609) Accounts payable-trade .............................................................................................................................................................................................. Income taxes Total effect on current liabilities (b) ........................................................................................................................................................................... (2,536) (2,536) (2,525) (2,525) Total effect on shareholders’ equity (a-b) .................................................................................................................................................................. (3,700) (3,084) Effect of revenue recognition adjustment on 2015 2014 2013 Net sales ...................................................................................................................................................................................................................... Gross profit ................................................................................................................................................................................................................. Operating income (loss) .............................................................................................................................................................................................. Net Income ................................................................................................................................................................................................................. (1,757) (120) 192 192 (1,300) 177 281 281 893 (620) (616) (616) (d) Under Italian GAAP, the Company amortizes the goodwill arising from business acquisitions on a straight-line basis over a period of five years. In addition, under Italian GAAP, the Company has allocated certain intangible assets, having definite lives and arising from a business acquisition and asset acquisition under the caption goodwill. Under US GAAP, in accordance with Accounting Standards Certification (ASC) 350, Intangibles, Goodwill and Other, the Company does not amortize goodwill. Instead, the Company annually assesses goodwill impairment at the end of its fiscal year by applying a fair value test. In the first step of testing for goodwill impairment, the Company estimates the fair value of each reporting unit, which we have determined to be the geographic operating segments and compares the fair value with the carrying value of the net assets assigned to each reporting unit. If the fair value is less than its carrying value, then a second step would be performed to determine the fair value of the goodwill. In this second step, the fair value of goodwill is determined by deducting the fair value of a reporting unit’s identifiable assets and liabilities from the fair value of the reporting unit as a whole, as if that reporting unit had just been acquired and the purchase price were being initially allocated. If the fair value of the goodwill is less than its carrying value for a reporting unit, an impairment charge would be recorded. F-35 The changes in the carrying amount of goodwill, intangible assets and US deferred taxes arising from business and asset acquisitions are as follows: Goodwill Intangibles US Deferred Taxes Balance at Dec. 31, 2012 ........................................................................................................................................................................................... — — 81 Italian US — Italian US — — Goodwill Intangible Impairment ................................................................................................................................................................................................................. Amortization .............................................................................................................................................................................................................. — — (81) — — — — — — — — — Balance at Dec. 31, 2013 ........................................................................................................................................................................................... — — — — — — Impairment ................................................................................................................................................................................................................. Amortization .............................................................................................................................................................................................................. — — — — — — — — — — — — Balance at Dec. 31, 2014 ........................................................................................................................................................................................... — — — — — — Impairment ................................................................................................................................................................................................................. Amortization .............................................................................................................................................................................................................. — — — — — — — — — — — — Balance at Dec. 31, 2015 ........................................................................................................................................................................................... — — — — — — In 2013, the original carrying value of the goodwill under Italian GAAP (81) and US GAAP (nil) have resulted aligned as a consequence of the amortization process, completed at year-end, where for both GAAP the carrying value of goodwill is nil. (e) Under Italian GAAP as of December 31, 2015, 2014 and 2013, the financial statements of the foreign subsidiaries expressed in a foreign currency are translated directly into euro as follows: (i) year-end exchange rate for assets, liabilities, share capital and retained earnings and (ii) average exchange rates during the year for revenues and expenses. The resulting exchange differences on translation are recorded as a direct adjustment to shareholders’ equity (see note 3 d)). Under US GAAP as of December 31, 2015, 2014 and 2013 Natuzzi’s foreign subsidiaries financial statements have been translated on the basis of the guidance included in ASC No. 830-20, Foreign Currency Transactions (Formerly FASB Statement No. 52). Under US GAAP, foreign subsidiaries are considered to be an integral part of Natuzzi due to various factors including significant intercompany transactions, financing, and cash flow indicators. Therefore, the functional currency for these foreign subsidiaries is the functional currency of the parent, namely the euro. As a result all monetary assets and liabilities are remeasured, at the end of each reporting period, using euro and the resulting gain or loss is recognized in the consolidated statements of operations. For all non monetary assets and liabilities, share capital and retained earnings historical exchange rates are used. The average exchange rates during the year are used to translate non-Euro denominated revenues and expenses, except for those non-Euro denominated revenues and expenses related to assets and liabilities which are translated at historical exchange rates. The resulting exchange differences on translation are recognized in the statements of operations. At December 31, 2015, 2014 and 2013 the US GAAP difference arises due to the requirement to use the local currency as the functional currency under Italian GAAP as compared to US GAAP, which requires that the functional currency be determined based on certain indicators which may, or may not result in the local currency being determined to be the functional currency. Consequently, the Company recorded in the US GAAP reconciliation (a) income of 821 for 2015, 5,430 for 2014 and of 1,862 for 2013, respectively; and (b) an increase in shareholders’ equity of 7,969 and 9,951 for 2015 and 2014, respectively. (f) In accordance with Italian GAAP, the Company records the expense related to one-time termination benefits in the period the Company has formally decided to adopt the termination plan (approval by the Board of Directors and agreements signed with the Trade Unions) and is able to reasonably estimate the related one-time termination benefits. Under US GAAP, ASC No. 420, Exit or Disposal Obligations, paragraph 8 states that the liability for the one-time termination benefits provided to current employees that are involuntarily terminated under the terms of a benefit arrangement that, in substance, is not an ongoing benefit arrangement or an individual deferred compensation contract is measured and recognized if a one-time arrangement exist at the date the plan of termination meets all the following criteria and has been communicated to the employees: (a) management, having the authority to approve the action, commits to a plan of termination; (b) the plan identifies the number of employees to be terminated, their job classifications or functions and their locations, and the expected completion date; (c) the plan establishes the terms of the benefit arrangement, including the benefits that employees will receive upon termination (including but not limited to cash payments), in sufficient detail to enable employees to determine the type and amount of benefits they will receive if they are involuntarily terminated; (d) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. F-36 Therefore, on the basis of the above discussion, the Italian GAAP recognition in the consolidated statement of operations of the one-time termination benefits related to the employees to be terminated involuntarily differs from US GAAP, due primarily for the need under US GAAP for the plan to be communicated in sufficient detail to the terminated employees. During 2013, following the new agreement signed with the Trade Unions in October 2014, under Italian GAAP the Company accrued 19,959 to the provision for one-time termination benefits, in consideration of the estimated redundancy at that time. Also, during the year, the Company paid termination benefits of 1,364 to terminated employees and reached individual agreements with 372 workers, for incentives of 10,610 to be paid in 2014. As of December 31, 2013, the total provision for one-time termination benefits according to Italian GAAP was 24,730. According to US GAAP, the Company: (i) reversed 7,987 out of the consolidated statements of operations and 14,120 out of the equity, representing respectively the accrual and the total provision attributable to the remaining workers for which no individual agreements were reached (ii) reclassified the accrual of the year of 19,959 made to the provision for one-time termination benefits that was classified under the line “other income /(expense), net” in the consolidated statement of operations prepared according to Italian GAAP to cost of sales, included therefore as part of operating loss. During 2014, the Company recognized incentives to 429 terminated employees for an amount of 13,495. No additional accrual was posted according to Italian GAAP. Also, termination benefits for an amount of 844 were recognized to laid-off employees of the subsidiaries Natco and Impe, for which no provision had been accounted for in previous years. According to US GAAP the Company: (i) recorded the additional cost of 2,885 incurred for the payment of incentives not provided for according to US GAAP (the US GAAP provision at December 31, 2013 was in fact of 10,610) (ii) reversed out of the consolidated statement of operations the the portion of workers for whom no remaining provision recorded under Italian GAAP of 11,235, connected notification/agreements were reached in 2014. The residual difference of equity under US GAAP of 11,235 is therefore attributable to the workers that represented the remaining redundant workers as of December 31, 2014 and for which the criteria in ASC 420 have not yet been met. In addition, according to US GAAP, the Company reclassified the cost of 844 incurred by the subsidiaries Natco and Impe for terminated employees during the year, that was classified under the line “other income/(expense), net” in the consolidated statement of operations for the year ended December 31, 2014, and for which no accrual had been posted in previous years. to During 2015, the Company has recognized incentives to 78 terminated employees for an amount of 4,502, reducing redundancy to 359 workers. In addition, in consideration of the new incentive payment launched on July 28, 2015, according to Italian GAAP the Company has accrued 3,425 to the provision for one-time termination benefits. To date, 24 workers have already formalized the acceptance of those incentives, with an estimated cost of 1,064. According to US GAAP the Company has: (i) reclassified the accrual for the year of 3,425 made to the provision for one time termination benefits that was classified under the line “other income /(expense), net” in the consolidated statement of operations prepared according to Italian GAAP to cost of sales, included therefore as part of operating loss (ii) recorded the additional cost of 4,502 incurred for the payment of incentives not provided for according to US GAAP (the US GAAP provision at December 31, 2014 was in fact of nil) (iii) reversed 2,361 out of the consolidated statements of operations (total accrual of 3,425 net of the accrual for incentive payment agreements already signed, equal to 1,064) and 9,094 out of the equity, representing respectively the accrual and the total provision attributable to the remaining workers for which no individual agreements have been reached. The residual difference of equity under US GAAP of 9,094 is therefore attributable to the workers that represented the remaining redundant workers as of December 31, 2015 and for which the criteria in ASC 420 have not yet been met. (g) In 2008 the Group decided to close one of the Brazilian manufacturing plants located in Pojuca and based on a third-party independent appraisal recorded in the same year an impairment loss of 2,911; an additional impairment loss of 1,036 was recorded in 2011. No impairment loss emerged in 2012 and 2013. Under US GAAP, the impairment loss was measured by the amount by which the carrying value exceeded its fair value less costs to sell of 388. The difference between Italian GAAP and US GAAP related to these costs to sell has been reported in the US GAAP reconciliation starting from 2008. During 2014, negotiations started with a third party for the sale of the Pojuca plant. In particular, in July 2014 a rental agreement with a sale promise clause was signed, followed by a sale/purchase agreement signed in the first months of 2015, in which the agreed sale price was higher than the carrying value of the plant as of December 31, 2014. For the reported considerations, no additional impairment loss was recorded in 2014. In 2015, following the above sale/purchase agreement, the Group collected almost all the total agreed sale price. The remainder was collected in January 2016. In consideration of the total collection of the sale price, according to Italian GAAP, the Group has therefore decided to reverse a portion of the impairment loss recorded in previous years, for an amount of 801. According to US GAAP, considering the transfer of property in the registers has not yet occurred, and given therefore that all the requirements set forth by US GAAP to recognize the operation as a sale have not yet been met, the Group has maintained the property among tangible assets, as already done according to Italian GAAP, but, provided that US GAAP do not consent the reversal of a previously recorded impairment, has cancelled the impairment reversal booked according to Italian GAAP, in the amount of 801. F-37 In addition, during 2015, 2014 and 2013, the Company performed an impairment review of its fixed assets and non-current investments and impairment losses of 0, 2,590 and 8,550 respectively were recorded. Under Italian GAAP, the impairment losses were classified under the line “other income / (expense), net” in the consolidated statement of operations for the year ended December 31, 2014 and December 31, 2013. Under US GAAP these impairment losses would be classified as cost of sales and would be included as operating loss. (h) In 2013, the Group has capitalized advertising costs incurred for the advertising campaign launched to promote the new Re- vive armchair totaling 1,224, and advisory costs related to the implementation of the new “moving line” production system in the Italian plants, totaling 609. Advertising costs, according to Italian GAAP, are capitalizable if they are connected to the necessary commercial phase of “launch” of a new and innovative product and they are functional and essential to the success of the related project. In accordance with Italian GAAP, advertising costs have been amortized over a five year period. Under US GAAP (ASC 340-20), advertising costs are usually expensed as incurred, except for some “direct-response” advertising costs, which are to be reported as an asset and amortized over the future benefit period. For costs to qualify as direct- response advertising, a direct link between specific sales to customers and specific advertising expenditures has to be demonstrated, so that it is reasonable to conclude that the advertising will result in probable future benefits. The advertising campaign launched by the Company to introduce the new Re-vive armchair has not been qualified as “direct- response” advertising, since the promotional activities performed did not have the aim to reach targeted consumers and the effect of this campaign in terms of direct responses from selected customers cannot therefore be measured and/or easily verifiable. Accordingly, under US GAAP, these costs have been expensed. Advisory costs related to the implementation of the new “moving line” production system are classifiable, according to Italian GAAP, to research and development costs, which capitalization is permitted provided that: (i) the product or process is clearly defined and costs are separately identified and measured reliably (ii) the technical feasibility of the product and/or process can be demonstrated, and the Company owns or can obtain the financial resources needed to realize the product/process (iii) revenues that are forecasted to be realized from the intended product/process are sufficient at least to recover the incurred costs, after deducting production costs, selling expenses and any additional development costs. According to US GAAP, these advisory costs can be considered as start-up costs. ASC 720-15 defines start-up costs as one-time activities related to any of the following: a) opening a new facility; b) introducing a new product or service; c) conducting business in a new territory; d) conducting business with an entirely new class of customers (for example, a manufacturer who does all of its business with retailers attempts to sell merchandise directly to the public) or beneficiary; e) initiating a new process in an existing facility; f) commencing some new operation. ASC 720-15 requires the costs of start-up activities to be expensed as incurred, therefore advisory costs related to the implementation of the new “moving line” production system have been expenses for US GAAP purposes. As of December 31, 2013, therefore, under US GAAP, a total write-off of 1,833 was recorded with reference to the above advertisement and advisory costs, whereas in 2014 and 2015 the depreciation amount of 376 recorded under ITA GAAP has been reversed for US GAAP purposes. According to US GAAP, the differences of 376, 376 and 1,833 for years 2015, 2014 and 2013 respectively have been classified as cost of sales. No additional advertisement and advisory costs eligible for capitalization under Italian GAAP were capitalized in 2014 and 2015 in the consolidated financial statements prepared according to Italian GAAP. (i) During 2010, the Company formally decided to sell its Pojuca manufacturing plant, which had been closed in 2008 (see note 31(g)), with a Board of Directors’ resolution. The plant was classified as property, plant and equipment since not all criteria to record it as held for sale had been met. According to Italian GAAP, from 2011 depreciation on this plant has been suspended, and the plant has been stated at the lower between the cost, net of cumulated depreciation, and the fair value, determined through third-party independent appraisals. According to US GAAP, considering that the sale was not foreseeable in near term, and there is no evidence that the sale process has been started, depreciation has not been interrupted. Therefore, under US GAAP, the depreciation has been maintained using the currency historical exchange rates of the assets, as required by ASC 830-20. Considering the impairment loss posted in 2011, and the different foreign currency translation process of the 2012 financial statements, the cumulated depreciation costs did not impact the net result and net equity in the previous years. As of December 31, 2013, the recalculation of the depreciation process for the Brazilian plant not in use resulted in a depreciation impact of 1,643, net of the accumulated impairment losses, which impacted the net equity and net result, classified as part of operating loss in the consolidated statement of operations. As of December 31, 2013, the carrying value of the Pojuca plant, according to US GAAP, net of the 2008 and 2011 impairment loss, was 1.4 million. F-38 During 2014, negotiations started with a third party for the sale of the Pojuca plant. In particular, in July 2014 a rental agreement with a sale promise clause was signed, followed by a preliminary sale/purchase agreement signed in the first months of 2015, in which the agreed sale price is higher than the carrying value of the plant as of December 31, 2014. As of December 31, 2014, in consideration of the above preliminary sale/purchase agreement, and considering the sale was highly probable in the short term, depreciation was stopped also according to US GAAP and no additional impairment was recorded. As a consequence, the carrying value of the Pojuca plant, according to US GAAP, net of the 2008 and 2011 impairment loss, remained 1.4 million. As of December 31, 2015, following the sale/purchase agreement signed and the almost total collection of the sale price, the Company has confirmed the suspension of the depreciation process, therefore the carrying value of the plant according to US GAAP remains 1.4 million. In addition, during 2014, following the adoption of the new Italian accounting principles, effective for financial statements closed at December 31, 2014, the Company had to calculate the accumulated depreciation on assets temporary not in use (i.e. some of the Italian plants), for which depreciation had been suspended in previous years under Italian GAAP only. The amount of the cumulated depreciation is 694, of which 140 related to the depreciation charge for 2014. According to US GAAP, the Company has reclassified the depreciation charge for 2014, that was classified under the line “other income / (expense), net” in the consolidated statement of operations for the year ended December 31, 2014 to cost of sales. (j) Under Italian GAAP certain costs paid to resellers are reflected as part of selling expenses. Under US GAAP, in accordance with ASC No. 605-50 (Revenue Recognition – Customer Payments and Incentive) (Formerly EITF 01-09), these costs should be recorded as a reduction of net sales. Such expenses include advertising contributions paid to resellers which amounted at December 31, 2015, 2014 and 2013 to 3,121, 2,827 and 2,165, respectively. (k) During 2013 the Company under Italian GAAP has recognized the write-off of tangible assets of 359, as part of non- operating loss under the line “other income /(expense), net”. Under US GAAP such write-off charge has been classified as part of operating loss. (l) Under Italian GAAP, the Company includes its warranty cost as a component of selling expenses in the consolidated statement of operations. Under US GAAP, warranty costs would be included as a component of cost of sales. For the years ended December 31, 2015, 2014 and 2013 warranty cost amounting to 7,086, 6,023, and 6,414, respectively, would be reclassified from selling expenses to cost of sales under US GAAP. (m) Under Italian GAAP the Company records a tax contingent liability (income tax exposure) when it is probable that the liability has been incurred and the amount of the loss can be reasonably estimated. (n) Under Italian GAAP the Company has derecognized the receivables connected to the non-recourse securitization agreement signed in July 2015, provided that the conditions set forth by Italian GAAP to derecognize those assets were satisfied. In particular, the contract provides the sale, on a revolving basis, of a maximum amount of Euro 35 million performing receivables. Following the agreement, the Company acts as a sub-servicer, performing the collection of the sold receivables on behalf of the transferee. The financial charge of the operation amounts to 0.7 million. From a cash flow perspective, the caption “receivables, net” in cash flow from operating activities includes a cash in of 26.5 million. According to US GAAP, considering the requirements to account for the operation as “non-recourse” were not totally met, the Company has not considered the transfer as a sale, and therefore has not derecognized the underlying assets from the condensed consolidated balance sheet included in Note 31. In particular, in the remote event of a bankruptcy or other receivership procedures to which the Company could be subject to, those assets could be clawed back and are not therefore totally beyond the reach of a bankruptcy trustee or other receiver. As a consequence, according to US GAAP, the Company has increased current assets and current liabilities of the condensed balance sheet by the amount of the derecognized receivables, equal to 26.5 million. (o) The Company adopted the provisions of ASC No. 740-10, Income Taxes Overall, on January 1, 2007. ASC ecuritiz40 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a threshold of more-likely-than-not for recognition of tax benefits and liabilities on uncertain tax position taken or expected to be taken in a tax return. ASC 740 also provides related guidance on measurement, derecognition, classification, interest and penalties, and disclosure. As a result of the implementation of ASC 740 as of January 1, 2007, the Company did not recognize any increase or decrease in the liability for unrecognized tax benefits, in respect of the Italian GAAP. F-39 There are no differences between the amounts recognized by the Company under ASC 740 and the amounts recognized under Italian GAAP. The following table provides the movements in the liability for uncertain tax positions for the years ended December 31, 2015 and 2014: Tax liability on uncertain tax positions 2015 2014 Balance, beginning of the year ................................................................................................................................................................................... - Additions based on tax positions related to the current year .................................................................................................................................... - Additions for tax positions of prior years ................................................................................................................................................................ - Foreign exchange ..................................................................................................................................................................................................... - Reductions due to statute of limitations expiration .................................................................................................................................................. - Settlements ............................................................................................................................................................................................................... 453 — — 3 (48) — — (129) 408 Balance, end of year ................................................................................................................................................................................................... 408 279 The Company recognized interest and penalties, accrued in relation to the uncertainties in income taxes disclosed above, in other income (expense), net. During the years ended December 31, 2015, 2014 and 2013, the Company recognized approximately (14), 34 and 51 in interest and penalties, respectively. The total provision for the payment of interest and penalties as at December 31, 2015 and 2014 amounted to approximately 474 and 488, respectively (net of foreign currency exchange rate profit of the period and release of liabilities due to the expiration of the tax audit terms). Under Italian GAAP the Company includes the provisions for income tax contingent liabilities under the line other liabilities of the non current part of the balance sheet. For the years ended December 31, 2015 and 2014 the above provisions for income tax contingent liabilities amount to 753 and 896, respectively. The Company operates in many foreign jurisdictions. With no material exceptions, the Company is no longer subject to examination by tax authorities for years prior to 2009. According to Italian GAAP the Company has accrued a provision of 1,000 for the withholding tax due to undistributed earnings as the likelihood of distribution is more likely than not in the near term. Under US GAAP the provision for the withholding tax has been accrued for all the unremitted earnings of subsidiaries for which a withholding tax is applicable in case of a dividend distribution. As of December 31, 2015 and 2014 the provision amounted to 7,909 and 7,252. (p) The consolidated statements of cash flows for the years ended December 31, 2015, 2014 and 2013 prepared by the Company under Italian GAAP is in conformity with US GAAP ASC No. 230, Statement of Cash Flow (Formerly FASB Statement No. 95), except for the securitization item disclosed in note n). In particular, according to US GAAP, cash flow from operating activities and cash flow from financing activities according to US GAAP are respectively lower and higher by 26.5 million. Comprehensive Income — Comprehensive income/(loss) generally encompasses all changes in shareholders’ equity (except those arising from transactions with owners). The Company’s comprehensive income (loss) under U.S. GAAP does not differ from its U.S. GAAP net income (loss) indicated in Note 31. Recently issued Accounting Pronouncements — Recently issued but not yet adopted U.S. Accounting pronouncements relevant for the Company are as follows: In August 2014, the FASB issued ASU No. 2014-15: Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The new standard provides guidance around management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Group’s financial statements. In May 2014, the FASB issued ASU No. 2014-09, Revenue from contract with customers. The main objective in developing this update is to provide guidance and conformity with respect to the fact that previous revenue recognition requirements in U.S. generally accepted accounting principles (GAAP) differ from those in International Financial Reporting Standards (IFRS), and both sets of F-40 requirements were in need of improvement. Previous revenue recognition guidance in U.S. GAAP comprised broad revenue recognition concepts together with numerous revenue requirements for particular industries or transactions, which sometimes resulted in different accounting for economically similar transactions. Accordingly, the FASB and the International Accounting Standards Board (IASB) initiated a joint project to clarify the principles for recognizing revenue and to develop a common revenue standard for U.S. GAAP and IFRS. The core principle of the new standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In August 2015, the FASB issued Accounting Standards Update 2015-14 Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which deferred the effective date established in ASU 2014-09. The amendments in ASU 2014-09 are now effective for annual reporting periods beginning after December 15, 2017. On March 17, 2016, the FASB issued ASU 2016-08 – Revenue from contracts with customers (Topic 606). The amendments in this update clarify the implementation guidance on principal versus agent considerations. In May 2016, the FASB issued ASU 2016-12 – Revenue from contracts with customers (Topic 606). The amendments in this update clarify the guidance on assessing collectibility, presentation of sales taxes, noncash consideration, and completed contracts and contract modifications at transition. The two permitted transition methods under the new standard are the full retrospective method, in which case the standard would be applied to each prior reporting period presented, or the modified retrospective method, in which case the cumulative effect of applying the standard would be recognized at the date of initial application. The Company has not yet selected a transition method. The Company is currently evaluating the appropriate transition method and the impact of adoption on the consolidated financial statements and related disclosures. On August 18, 2015, the FASB issued ASU 2015-15 – Interest – Imputation of interest (Subtopic 835-30). This Accounting Standards Update adds SEC paragraphs pursuant to the SEC Staff Announcement at the June 18, 2015 Emerging Issues Task Force (EITF) meeting about the presentation and subsequent measurement of debt issuance costs associated with line-of-credit arrangements which were announced at ASU 2015-03. The Company has chosen not to early adopt this ASU 2015-03 and will disclose that we do not anticipate that this adoption will have a significant impact on its financial position, results of operations, or cash flows. On November 20, 2015, the FASB issued ASU 2015-17 – Simplify Balance Sheet Classification of Deferred Taxes. Topic 740, Income Taxes, requires an entity to separate deferred income tax liabilities and assets into current and noncurrent amounts in a classified statement of financial position. Deferred tax liabilities and assets are classified as current or noncurrent based on the classification of the related asset or liability for financial reporting. Deferred tax liabilities and assets that are not related to an asset or liability for financial reporting are classified according to the expected reversal date of the temporary difference. To simplify the presentation of deferred income taxes, the amendments in this Update require that deferred income tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. The Company will adopt this standard in fiscal year 2016 and does not expect it to have a material impact on the Company’s financial statements. On January 5, 2016 the FASB issued ASU 2016 – 01 – Financial Instruments – Overall – Recognition and Measurement of Financial Assets and Financial Liabilities. The amendments in this Update require all equity investments to be measured at fair value with changes in the fair value recognized through net income (other than those accounted for under equity method of accounting or those that result in consolidation of the investee). The amendments in this Update also require an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. In addition, the amendments in this Update eliminate the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities and the requirement for to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet for public business entities. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company’s financial statements. On February 25, 2016 the FASB issued ASU 2016 – 02 – Leases, Topic 842. The amendments in this Update are to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted. The Company has chosen not to early adopt this standard. The adoption of this standard, although it will increase reported assets and liabilities, is not expected to have a material impact on the Company’s financial statements. F-41 32. Subsequent events On February 9, 2016 Invitalia, “l’ Agenzia nazionale per l’attrazione degli investimenti e lo sviluppo d’impresa S.p.A.”, with note No. 2280/ININN-GRINV, with regard to the “Natuzzi Development Contract CDS000490” communicated the conclusion of the access phase with regard to the application presented in relation to the long-term investment project of Natuzzi S.P.A. of a value of Euro 49 million, against which public support of up to a maximum of Euro 37 million is expected, communicating that the company meets the formal access requirements as per Article 9, paragraph 2 of Ministerial Decree of December 9, 2014. On February 29, 2016, the Puglia Region reviewed the above Invitalia note, expressing its approval as per the above-stated Ministerial Decree, also on the basis of the Addendum to the Regulatory Agreement stipulated on February 8, 2013, signed on September 23, 2015 by the Ministry for Economic Development, the Puglia Region, the Basilicata Region and by Invitalia, and ratified by the Puglia Regional Council with Council Decree No. 1669 of September 25, 2015. On March 9, 2016, at the Company’s Registered Office, the Tax Agency - Puglia section - initiated a tax inspection for fiscal year 2013, both upon direct and indirect taxes. The above-stated inspection was carried out in accordance with Article 27, paragraph 9 of Legislative Decree 185/2008, on the basis of the periodic controls upon large entities, therefore with business volumes of over Euro 100 million. On the basis of an analysis of the initial minutes, prepared by the officers of the agency, no particular significant issues have arisen. The tax inspection is currently in progress. F-42 SIGNATURE The registrant, Natuzzi S.p.A., hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf. Date: May 23, 2016 NATUZZI S.p.A. By /s/ Pasquale Natuzzi Name: Pasquale Natuzzi Title: Chief Executive Officer Exhibit Index 1.1 English translation of the by-laws (Statuto) of the Company, as amended and restated as of January 24, 2008 (the Form 20-F filed by Natuzzi S.p.A. with the Securities and Exchange Commission on June 30, 2008, file number 001-11854). 2.1 Deposit Agreement dated as of May 15, 1993, as amended and restated as of December 31, 2001, among the Company, The Bank of New York, as Depositary, and owners and beneficial owners of ADRs (the Form 20-F filed by Natuzzi S.p.A. with the Securities and Exchange Commission on July 1, 2002, file number 001-11854). 4.1 Agreement among the Ministry of Economic Development, Ministry of Labour and Social Policy, INVITALIA, the Region of Puglia, the Region of Basilicata, Natuzzi S.p.A., Confindustria and the Italian trade union and other entities named therein, dated as of October 10, 2014 (the Form 20-F filed by Natuzzi S.p.A. with the Securities and Exchange Commission on April 30, 2014, file number 001-11854). 4.2 Addendum among the Ministry of Economic Development, Confindustria of Bari, Natuzzi S.p.A. and the trade unions named therein dated as of March 3, 2015, to the agreement dated as of October 10, 2014 (the Form 20-F filed by Natuzzi S.p.A. with the Securities and Exchange Commission on April 30, 2015, file number 011-11854). 4.3 Two separate agreements, each among the Ministry of Labor, the Ministry of Economic Development, the Puglia Region, the Basilicata Region, Natuzzi S.p.A., Confindustria Bari and the Italian trade unions and other entities named therein, each dated as of March 3, 2015 (the Form 20-F filed by Natuzzi S.p.A. with the Securities and Exchange Commission on April 30, 2015, file number 011-11854). 4.4 English translation of the Memorandum of Understanding between the Ministry of Labor and Social Policy, Natuzzi S.p.A. and the Italian trade unions. 4.5 English translation of the Framework Agreement for Assignment of Receivables between Natuzzi S.p.A. and Muttley S.r.l., dated July 9, 2015. 8.1 List of Significant Subsidiaries. 12.1 Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 12.2 Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 13.1 Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 15.1 Letter from Reconta Ernst & Young S.p.A. to Securities and Exchange Commission dated May 23, 2016. Exhibit 4.4 Ministry of Labour and Social Policy Directorate General for the Protection of Working Conditions and Industrial Relations SECTION VI MEMORANDUM OF UNDERSTANDING On 22 March 2016 a meeting was held at the Ministry of Labour and Social Policy attended by Dr. Andrea Annesi and Dr. Debora Postiglione of the VI Division of the Directorate General for the Protection of Working Conditions and Industrial Relations, and the following parties: • • NATUZZI SPA represented by Dr. Domenico Massaro and Dr. Antonio Cavallera assisted by Dr. Arturo Visconti. The national representatives of FENEAL UIL, FILCA CISL, FILLEA CGIL, namely Messrs. Fabrizio Pascucci, Riccardo Gentile and Ms. Marinella Meschieri, the national representatives of FILCAMS CGIL e FISASCAT CISL namely Messrs. Alfonso Antonio Miccoli and Mirco Ceotto respectively together with the local /regional offices of the Trade Unions and the Union Specific and Company Specific Workers representative bodies. RECITALS • WHEREAS, Natuzzi S.p.A. is the leading Italian company in the furniture sector, a worldwide leader in the leather sofa segment, with 90% of its revenue coming from exportation to 123 countries, and, WHEREAS, the registered offices of Natuzzi S.p.A. are in Colle (BA) and the Company’s plants are located in the provinces of Bari, Matera and Taranto, and, WHEREAS, for social security purposes the company is classified under the industrial sector and the applicable terms and conditions of employment are defined in: the Collective Agreement for employees working for companies in the Wood and Furniture sector the Collective Agreement for employees working in the tertiary sector, in Distribution and Services and, • WHEREAS, in the context of initiatives undertaken to enable the company to continue with its industrial activities in Italy, to relaunch the company and, as a result, to safeguard employment levels, on 3 March 2015 an agreement was signed at this Ministry for resorting to the “Solidarity Contract” (“SC”) for 1,818 employees working in “operations”, from 2/05/2015 to 1/05/2016, and, • WHEREAS, subsequently, with a Ministerial Memorandum of Understanding of 14 October 2015, the Parties agreed to add an additional 100 employees to the number of employees working reduced hours under the solidarity contract, bringing the total up to 1,918 for a period from 16 October 2015 to 1 May 2016, and, • WHEREAS said 1,918 workers are deployed in the following plants: • • • • • Iesce 1 - Via Appia Antica s.c. Km. 13.500 Iesce 2 - SS 271 per Matera Km 50.200 Laterza - Contrada Madonna delle Grazie La Martella - Zona Industriale La Martella (MT) Santeramo in Colle - Via Iazzitiello 47 and, DIRECTORATE GENERAL FOR THE PROTECTION OF WORKING CONDITIONS AND INDUSTRIAL RELATIONS Via Fornovo 8 - 00192 - ROMA Tel. E mail dgtutelacondizionilavorodiv6@lavoro.gov.it 46834282 06 - Fax 06 46834278 • WHEREAS in the Memorandum of Understanding of 14 October 2015 the Parties acknowledged the possibility of organizing assessment and monitoring meetings to look at company progress and the application of the SC with the objective of analysing the data related to the extent to which the SC was used and to assess prospects for future periods, and, • WHEREAS by virtue of the above provisions between the Parties and the meetings held at the Ministry of Economic Development which have been planned as a Control Standing Committee for constant monitoring of progress of the company restructuring plan in view of the representations made by the company in the Memoranda of Understanding of the 3 March 2015 and the 14 October 2015 regarding actions to be implemented at the aforementioned plants, the Parties acknowledged the need to apply the SC for another year for the 1,915 workers of the above mentioned plants in order to manage in a non-traumatic manner the overall redundancy of 788 workers deployed in the above mentioned sites, who will be redeployed according to a schedule defined in the industrial plan thus guaranteeing a continuation of employment in the context of relaunching the company, and, • WHEREAS the company has requested this office to convene the Parties for the purpose of finalizing the SC following the same process as for the previous agreements that were signed at the Ministry, and, • WHEREAS the Parties convened today have agreed on the content of this Memorandum of Understanding in relation to recourse to a “defensive” type of SC, Now therefore, the Parties hereto agree as follows: • • • • • • • • • • The above recitals are an integral part of this Agreement. The Company and the Trade Unions agree to resort to a “defensive” SC in accordance with Paragraph 1 letter c of Article 21 and Paragraph 5 of Article 22 of the Legislative Decree 148/2015, also taking into account the provisions of Articles 3 and 4 of the Ministerial Decree No. 94033/2016; The Parties agree that the SC is the appropriate tool to overcome the complex company problems in order to avoid traumatic repercussions on employment and to safeguard the existing skills in the company. As part of the implementation of this SC, the Company shall refrain from activating any collective redundancy procedures in relation to the 4 above mentioned operational plants and the Company Headquarters in Santeramo in Colle. The Parties agree that the SC, i.e. the reduction of working hours, shall involve all office and shop floor employees working in the 4 “operational” units identified above in the recitals and in the Headquarters at Santeramo in Colle with due exception to cases of inapplicability to roles that require presence at work for the contractual period without the possibility to reschedule activities within the same week or month on the basis of an assessment made by the Company; in this respect the Company hereby declares that within the first week of April of this year there will be a meeting at the premises of the Confederation of Industries (Confindustria) of Bari for the purpose of checking the way in which the SC will be applied also taking into account the issue of inapplicability to certain roles, with specific reference to the maintenance department. The Company shall present a request to have access to extraordinary salary integration, as justified by a SC, for the benefit of a maximum of 1,915 workers (as per attached schedule which constitutes an integral part of this Agreement) for a term of 12 months starting from 02/05/2016 to 01/05/2017; The list of workers who shall be involved in the SC is attached to this MoU of which it is an integral part; The Parties agree to an average reduction of working time of 40% for workers involved in the SC taking into account the organization of work and the requirements related to peak work-loads as dictated by delivery times of specific orders; Specifically, the Parties agree that normally the reduction of working hours, in accordance with the above indicated percentage, shall be implemented by reducing working hours over a day and/or a week without prejudice to the possibility - for work constraints that can not otherwise be avoided - to identify alternative periods of fruition of the reduced hours of work that are more amenable to the technical and production requirements so as to guarantee adequate flexibility, efficiency and speed of response for the Company, subject to consultation with the Union Specific and Company Specific Workers’ representative bodies at least one week in advance. Normally, the Company shall communicate with the Union Specific and Company Specific Workers’ representative bodies on a weekly basis the way in which the reduction of working hours will be scheduled. The CS shall involve “horizontal” and “vertical” part-time employment on a weekly basis in proportion to the % of reduction of working hours for the other workers. In any case, the Parties agree that, given the complexity of the company organization and for the purpose of protecting the efficiency of the services provided, it will be possible to articulate a reduction of working hours in those sections that are more closely related to production and to customer service and in any case activities that are functional to company management operations; • • • The Parties acknowledge that given the way that the work is organized, the adopted system of reduction of working hours is the only one that is technically possible and that the reduction of working hours implemented in this manner makes it possible to limit the number of redundant personnel and to use personnel in the most profitable manner. During the monitoring meetings, following the request of one of the Parties, there will be an assessment of the extent to which the reduction of working hours was distributed fairly depending on and complying with the technical, organizational and production requirements and the specific nature of market service calls; The Company shall advance the payment of the salary integration scheme as per Article 3 of the Legislative Decree No. 148/2015 and in any case up to the maximum amount of funds made available under such scheme; in this regard, the remuneration shall be commensurate with the work that was actually carried out, by deducting the hours that have not been worked, applying the monthly divisor as established by the National Labour Collective Agreements. It is expressly agreed and specified that the reduction of working hours will, in any event, result in the prorating of all direct and indirect contractual obligations for the Company as set forth by applicable law; regarding the payment of the Employee Termination Indemnities, reference is made to the provisions of Paragraph 5 of Article 21 of the Legislative Decree No. 148/2015; The Company shall assess the possibility to hire people with specific professional skills who are not available in the Company, as such skills may become necessary for carrying out company activities and/or as required in specific sectors/offices, also following the sudden, permanent or long term absence that may be determined for any reason by internal personnel. Initially the Company shall be committed to ascertain the possibility to meet such requirements by suspending or terminating definitively the provision of reduction of working hours for a number of workers who have adequate qualifications and professional competence related to the activity that needs to be carried out subject to consultation with the Union Specific and Company specific Workers’ representative bodies and the local/regional sections of the Trade Unions. • Without prejudice to the foregoing, the Company shall continue with training initiatives aimed at achieving adequate levels of professional skill in the position of “frame assembler” and for this purpose a first test will take place in the experimental workshop in Santeramo in Colle. • Reiterating that for the purpose of success of the agreed industrial plan, the Company shall not be allowed to increase its workforce with respect to its, albeit reduced, current level of 1915 employees spread over 4 production plants and its headquarters. The Company shall be committed to proceed, in accordance with the technical, organizational and production requirements of the company, with the practice of repêchage of workers from those who are suspended from work under the Special Fund for the Integration of Earnings (CIGS) scheme in Ginosa, for all those workers who might for any reason terminate their employment in the sites that are involved in the SC initiative. • With reference to the provisions of Paragraph 5 of Article 21 of the above mentioned Legislative Decree, the Parties expressly agree that in the event of a temporary need for more working resources (e.g. related to meeting the delivery deadline of orders), the number of hours of work can be increased and the reduction of working hours as provided by the SC can be changed or temporarily suspended by notifying such changes to the Union Specific and Company Specific Workers’ representative bodies. In this case the Company shall pay the normal employment contract remuneration for such additional hours and shall not request any salary integration as provided in the above mentioned Paragraph 5 of Article 21; • During the year in which the SC is implemented there will be quarterly assessment and monitoring meetings related to company progress and the application of the SC. The signatories of this MoU will meet to analyse the data related to the extent to which the SC was used and to assess prospects for future periods. By signing this MoU the Parties agree to activate the SC in accordance with Paragraph 1 letter c of Article 21 and Paragraph 5 of Article 22 of the Legislative Decree 148/2015, also taking into account the provisions of Articles 3 and 4 of the Ministerial Decree No. 94033/2016. Acknowledging the agreement reached between the Parties, this Ministerial office shall promptly transmit this MoU to its IV Division - Directorate General for Social Safety Net Measures and employment incentives - for carrying out the data gathering and decision making phase for which it is responsible. Read, confirmed and signed For the Ministry of Labour and Social Policy by: For Natuzzi spa [illegible signatures] For the Union Specific Workers’ representative body [illegible signatures] For the Trade Unions [illegible signatures] Exhibit 4.5 To: Natuzzi S.p.A. Viale Iazzitiello, 47 70029 Santeramo in Colle (BA) For the attention of: Mr. Vittorio Notarpietro Milan, 9 July 2015 To whom it may concern, we received your letter today, the content of which is transcribed in full below, which we fully and unconditionally accept. ************************* To: Muttley S.r.l. Via Alessandro Pestalozza, No. 12-14 20131 Milan For the attention of the Sole Director Santeramo in Colle, 9 July 2015 Re: Framework Agreement for Assignment of Receivables - Proposal To whom it may concern, Following on from our conversations, please find below our agreements reached in relation to the following FRAMEWORK AGREEMENT FOR ASSIGNMENT OF RECEIVABLES BETWEEN: (1) Natuzzi S.p.A., with its head office at Via Iazzitiello No. 47, Santeramo in Colle (BA), a fully paid-up share capital of €54,853,045.00, tax ID and VAT no. 03513760722, Bari Business Register entry no. BA-261878, by way of special legal representative Vittorio Notarpietro, born in Ostuni (BR) on 19 March 1963 and having chosen the company’s head office as a correspondence address for the role (“Natuzzi” or “Assigner”); - party of the first part - AND (2) Muttley S.r.l., a company established in accordance with Italian Law No. 130 of 30/4/1999 (“Securitisation Law”), with its head office at Via Alessandro Pestalozza, No. 12-14, Milan, with tax ID and Milan Business Register entry no. 09094800969, in the process of registration in the “list of financial vehicle corporations” kept by the Bank of Italy in accordance with Article 2 of the Bank of Italy provision of 29 April 2011, relating exclusively to the performance of one or more receivable securitisation operations, within the meaning of Article 3 of the Securitisation Law (“Assignee” or “Issuer”). - party of the second part - The Assigner and the Assignee are hereinafter defined jointly as “Parties” and individually as “Party”. WHEREAS: (A) The Assigner carries out the manufacture and sale of sofas and armchairs, furniture in general and furnishing products, as well as the production, processing and sale of the related raw materials and semi-finished products (“Products”), 1 (B) The Assignee is interested in purchasing, on a continuous basis and without recourse, in accordance with the Securitisation Law, the ownership and all connected rights (including interests and other accessories) and benefits held by the Assigner with respect to certain receivables deriving from the exercise of the business activity indicated in the previous Recital (A) in accordance with the terms and conditions set forth below. Such purchases are related to the performance by the Assignee of a securitisation operation (hereinafter “Securitisation”) in accordance with the Securitisation Law. (C) Upon signing this framework agreement for assignment of receivables (as amended and/or supplemented, “Agreement”): (i) (ii) (iii) the Assignee shall enter into with Zenith S.p.A. (“Zenith” or “Servicer”) a servicing agreement (as amended and/or supplemented, “Servicing Agreement”) under which Zenith shall be appointed as agent of the Assignee, inter alia, for the management, administration and collection of the Assigned Receivables (as defined below); the Servicer shall enter into with Natuzzi (as “Sub-Servicer”) a Sub-Servicing Agreement (as amended and/or supplemented, “Sub-Servicing Agreement”) under which Natuzzi shall be appointed as Servicer for certain activities under the Servicing Agreement relating, in particular, to the management, administration and collection of Assigned Receivables (as defined below); the Assignee shall assign a mandate to Intesa Sanpaolo S.p.A. and Banca IMI S.p.A. to act as sponsor and portfolio manager of the Securitisation (“Sponsor” or “Portfolio Manager”) to carry out certain activities relating to this Agreement (including the exercise of certain rights on behalf of the Assignee) according to the indications given in this Agreement. In this respect, the Assigner acknowledges that the Assignee has agreed to enter into this Agreement on the basis of the availability, capacity and commitment of the Sub-Servicer to act in such capacities in accordance with the Sub-Servicing Agreement; NOW, THEREFORE, the Parties agree to the following. 1. 1.1 RECITALS, ATTACHMENTS. DEFINITIONS AND INTERPRETATION Recitals and Attachments The recitals (“Recitals”) and attachments (“Attachments”) to this Agreement constitute an integral and substantial part thereof. 1.2 Definitions and interpretation 1.1.1 The terms and expressions with a capital initial used in this agreement shall have the meaning assigned to them in Attachment 1 (Definitions and interpretation), except where such terms are defined in other parts or clauses of this Agreement, in which case their meaning shall be that assigned to them in the definitions given in those other parts or clauses of the Agreement. 1.1.2 This Agreement is to be interpreted and implemented in accordance with the interpretative principles set forth in Attachment 1 (Definitions and interpretation), supplementing the legal rules of interpretation. 2 2.1 ASSIGNMENT OF RECEIVABLES Purpose of the Agreement 2.1.1 The purpose of this Agreement is the assignment, not in bulk and without recourse (without any guarantee from the Assigner against non-fulfilment or insolvency of the assigned debtor), by the Assigner to the Assignee, in accordance with Article 4.1 of the Securitisation Law, of the ownership of Portfolios of Eligible Receivables held with Eligible Debtors indicated in the Debtor List, along with all rights and interests (including, for purposes of clarity, any Late Payment Interest accrued after the relevant Purchase Date) and other accessories related to such Eligible Receivables in accordance with the transfer procedures and conditions set forth in Attachment 3 (operating procedure for the sale of Eligible Receivables), on the condition that each of the Portfolios satisfies all the Portfolio Criteria set forth in Article 2.5 below. 2.1.2 It is understood that the Assigner shall have the right to assign, on each Offer Date, Eligible Receivables held with new Eligible Debtors not previously included in the Debtor List provided that both the following conditions are met: 2 (i) (ii) the Assigner has communicated to the Assignee and the Portfolio Manager in writing, including via email, the names and all other information necessary for the identification in accordance with Attachment 12 and for analysing the risk profile of such new Debtors, the duration of the commercial relationship with each of such new Eligible Debtors and the amount of the Eligible Receivables held with them before the Proposed Eligible Debtor List Modification Date immediately preceding the relevant Offer Date; and by the Eligible Debtor List Modification Date immediately preceding the relevant Offer Date, the Assignee (including through its Portfolio Manager) has given the Assigner its written consent to the inclusion of such new Eligible Debtors in the Debtor List and has sent to the Assigner a new Debtor List which includes such new Eligible Debtors. The foregoing is notwithstanding the right of the Assignee (including through its Portfolio Manager) to subsequently exclude one or more of such new Eligible Debtors in accordance with Article 2.4.3 below. Notwithstanding the terms of Article 2.1.4 below, where the Outstanding Amount of the Assigned Receivables is less than the Maximum Portfolio Amount, the Assigner shall present to the Assignee and to the Portfolio Manager new Eligible Debtors not previously included in the Debtor List, under the terms and conditions set forth in Article 2.1.2 above (whose inclusion – as mentioned – is dependent upon the consent of the Assignee, which may be given through the Portfolio Manager), in order for the Maximum Portfolio Amount to be reached. Should the Assigner declare to the Assignee and to the Portfolio Manager that it is unable to present new Eligible Debtors or has presented new Eligible Debtors but has not obtained the consent of the Assignee (including through the Portfolio Manager) in accordance with Article 2.1.3, the Parties shall mutually negotiate, reasonably, in good faith and taking into account the seasonality of sales, a reduction in the Maximum Portfolio Amount proportionate to the reduction in the Outstanding Amount of Assigned Receivables. 2.1.3 2.1.4 2.2 Assignment of First Portfolio 2.2.1 2.2.2 On the First Offer Date, the Assigner shall be entitled (but not obligated) to offer for sale to the Assignee a Portfolio of Eligible Receivables (“First Portfolio”) and the Assignee shall be entitled (but not obligated) to purchase the First Portfolio offered for sale. The Parties also agree that the First Portfolio may comprise all Receivables still to be collected as of the First Cut-Off Date (inclusive) and with an invoice Issue Date not prior to 1 April 2015 (inclusive). 2.3 Assignment of Subsequent Portfolios 2.3.1 2.3.2 2.3.3 2.3.4 After the First Portfolio is purchased, the Assigner, on each Offer Date for each month that passes during the Revolving Period, shall be required to offer for sale to the Assignee a Subsequent Portfolio which includes all Eligible Receivables held by the Assigner with the Eligible Debtors, and the Assignee, notwithstanding the provisions of Articles 2.3.3, 2.7 and 5, shall be required to purchase each Subsequent Portfolio offered for sale, such that each collection relating to each Assigned Receivable included in a Subsequent Portfolio belongs to the Assignee and is therefore collected – through the Assigner, as Sub-Servicer (in accordance with the Sub- Servicing Agreement) – by the Assignee. The Parties agree that each Subsequent Portfolio shall comprise all Receivables that are Eligible Receivables and which have not yet been assigned to the Assignee in accordance with this Agreement, notwithstanding the provisions of Articles 2.3.3 and 2.5.1 below. The Assigner shall select the Eligible Receivables to be offered to the Assignee in accordance with this Agreement in such a way as to ensure that, at each Cut-Off Date immediately preceding an Offer Date (with regard to the assignment referred to in Article 2.3.1 above) or at each Collection Transfer Date (with regard to the assignment referred to in Article 2.3.4 below), all Portfolio Criteria referred to in Article 2.5 below are met. Following the purchase of the First Portfolio and in addition to the provisions of Article 2.3.1 above (and therefore in addition to the sale to the Assignee, at each Offer Date, of a Subsequent Portfolio of Eligible Receivables according to the terms set forth therein), the Assigner, at each Collection Transfer Date which passes during the Revolving Period – with the exception of each Collection Transfer Date immediately preceding a Payment Date – may offer for sale to the Assignee a Subsequent Portfolio of Eligible Receivables. 3 The Assignee, notwithstanding the provisions of Articles 2.3.3, 2.7 and 5, shall be required to purchase each Subsequent Portfolio offered for sale on such Collection Transfer Date, such that each collection relating to each Assigned Receivable included in a Subsequent Portfolio belongs to the Assignee and is therefore collected – through the Assigner, as Sub-Servicer (in accordance with the Sub-Servicing Agreement) – by the Assignee. 2.3.5 The Parties agree that each Subsequent Portfolio offered by the Assigner in accordance with Article 2.3.4 above shall comprise all Receivables that are Eligible Receivables and which have not yet been assigned to the Assignee in accordance with this Agreement, notwithstanding the provisions of Articles 2.3.3 and 2.5.1 below. 2.4 Eligible Debtors 2.4.1 2.4.2 The Parties agree and acknowledge that the Eligible Receivables offered at each Offer Date or, where applicable, on a Collection Transfer Date are to be held with Debtors which, as of the Cut-Off Date prior to the respective Offer Date or Collection Transfer Date, are included in the Debtor List (“Eligible Debtors”). Notwithstanding the indications given in Article 2.1.2 above, each Eligible Debtor included in the Debtor List, as of the relative Cut-Off Date or Collection Transfer Date, must satisfy all the following requirements: (a) (b) (c) (d) (e) (f) must be a resident of or have a base in Italy or in the European Union or in the following countries: United States, Canada or United Arab Emirates, or any other country previously authorised by the Portfolio Manager; must be subject to Italian jurisdiction or the jurisdiction of the country of residence; must not be a subsidiary of Natuzzi in accordance with Article 2359.1.1 of the Italian Civil Code and must not be a part of the Natuzzi Group; must not be a physical person (with the exception of sole proprietorships); as far as the Assigner is aware, the Debtor is not insolvent and no Receivable held with that Debtor is classified as a Receivable in Dispute solely within the meaning of points i) and iv) contained in the definition of Receivables in Dispute; must not have delayed or interrupted the payment of Assigned Receivables referring to it in relation to: i) ii) iii) a legal dispute regarding a supply of Products in any respect and based on reasonably founded motives; or an out-of-court dispute regarding a supply of Products, drafted in writing, in any respect and based on reasonably founded motives and such dispute is not settled with an agreement within two months from the date it is filed; any objection regarding a supply of Products that could compromise the existence and/or collectability of the related Receivable (including, without limitation, any objection to compensation), provided that such objection was made in writing and is not settled with an agreement within two months after it is filed; (g) the Commercial Agreement on which the respective Receivable is based has not been terminated at the discretion of any of the parties and has not expired or, where it has expired, the Receivable in question was lawfully created during the contractual relationship. 2.4.3 On each Proposed Eligible Debtor List Modification Date, the Assigner shall notify the Assignee of any changes made in relation to Eligible Debtors in terms of their personal details and/or insurance coverage, using the form given in Attachment 13. By the following Eligible Debtor List Modification Date, the Assignee shall submit to the Assigner the Debtor List updated using the form given in Attachment 10. 2.4.4 The Parties agree to and acknowledge the following: (a) The Assignee may assess and ascertain – based on its reasonable judgement – any significant deterioration in the economic/financial situation and/or payment capacity of any Eligible Debtor included in the Debtor List (including any new Eligible Debtor added to the Debtor List in accordance with Article 2.1.2 above) which causes, based on the reasonable judgement of the Assignee (including through the Portfolio Manager), a deterioration in the credit risk of the Portfolio (including, but not limited to, the circumstance that one or more Insurance Companies has – for 4 reasons not attributable to the Assignee – reduced or cancelled the Insurance Ceiling granted with respect to that Eligible Debtor). In such case, the Assignee (including through the Portfolio Manager) may, at its own discretion and by sending a written communication to the Assigner before each Eligible Debtor Modification Date, notify the Assigner: (i) (ii) of the exclusion from the Debtor List of such Eligible Debtors previously included in the Debtor List (“Excluded Debtors”); or of the modification to the Agreed Ceiling by the Assignee in relation to the Eligible Debtor in question, indicating such change in the Debtor List; in the case referred to in section (a)(i) above, as of the Offer Date immediately after such communication (inclusive), the Assigner may no longer offer to the Assignee, and the Assignee shall no longer be required in any way to purchase, any Eligible Receivable held by the Assigner with any Excluded Debtor until the circumstances and events for which the Excluded Debtors were excluded have ceased or been permanently eliminated; any exclusion of an Eligible Debtor from the Debtor List and any reduction in the Agreed Ceiling relating to an Eligible Debtor having already reached the maximum Agreed Ceiling with previous assignments shall not in any way compromise or have any effect on the validity and efficacy of assignments of Eligible Receivables already made prior to such exclusion/reduction of the Agreed Ceiling, which shall therefore remain valid and in effect between the Parties within the terms and conditions of this Agreement. (b) (c) 2.4.5 The Parties expressly agree that if any Insurance Policy issued by an Insurance Company to Natuzzi should be modified by Natuzzi without the prior consent of the Assignee, the Debtor covered by that Insurance Policy shall be considered as an Excluded Debtor in accordance with Article 2.4.4 above, notwithstanding that the Assignee may not unreasonably withhold its prior consent to any non-damaging modification to any Insurance Policy with respect to conditions relating to coverage of risk. 2.5 Portfolio criteria 2.5.1 Without prejudice to the Eligibility Criteria indicated in Attachment 2, the Assigner shall select the Eligible Receivables to be offered for sale to the Assignee in accordance with this Agreement in such a way as to ensure that, at each Cut-Off Date other than the First Cut-Off Date (with regard to the assignment referred to in Article 2.3.1 above) or at each Collection Transfer Date (with regard to the assignment referred to in Article 2.3.4 below), the portfolio comprising such Eligible Receivables satisfies all of the following criteria (“Portfolio Criteria”): (i) (ii) the Outstanding Amount of all Assigned Receivables existing at such Cut-Off Date or at such Collection Transfer Date and of the Eligible Receivables offered for assignment at the same Offer Date and, where applicable, at a Collection Transfer Date does not exceed the Maximum Portfolio Amount, in each case as calculated on the Cut-Off Date preceding the relative Offer Date (with regard to the assignment referred to in Article 2.3.1 above) or on the relative Collection Transfer Date (with regard to the optional assignment referred to in Article 2.3.4 above). It is to be understood that if the Maximum Portfolio Amount should be exceeded and the Assignee (including through the Portfolio Manager) does not notify the Assigner of its intention to purchase Eligible Receivables above the Maximum Portfolio Amount, the Assignee (including through the Portfolio Manager) may choose, in relation to the relevant Offer Date or Collection Transfer Date, the Eligible Receivables to be excluded – and in relation to which the related Eligible Receivables shall not be assigned at the Offer Date or Collection Transfer Date immediately thereafter – following the procedures set forth in Article 2.5.2 below, in order to comply with the Maximum Programme Amount; in regard to certain Assigned Debtors indicated by the Assignee, the Outstanding Amount of all Assigned Receivables existing at such Cut-Off Date or at such Collection Transfer Date held with each Assigned Debtor (including Eligible Receivables offered for assignment at the Offer Date after the relevant Cut-Off Date or, with regard to the assignment referred to in Article 2.3.4 above, at the relevant Collection Transfer Date) shall not exceed the Assignee’s Agreed Ceiling indicated in the Debtor List (as amended on occasion), as calculated at the Cut-Off Date preceding the relative Offer Date (with regard to the assignment referred to in Article 2.3.1 above) or at the relative Collection Transfer Date (with regard to the optional assignment referred to in Article 2.3.4 above). It is to be understood that where the Agreed Ceiling of an Eligible Debtor is exceeded and the Assignee has not notified the Assigner of its intention to purchase Eligible Receivables related to that debtor above the Agreed Ceiling applicable thereto, the Receivables held with that Eligible Debtor shall not be 5 assigned at the Offer Date or at the Collection Transfer Date immediately thereafter. For as long as the Agreed Ceiling is exceeded, the relevant Eligible Debtor shall be excluded according to the procedures set forth in Article 2.5.2 below. It is to be understood that the Assignee may update the Agreed Ceiling for each Assigned Debtor on a monthly basis, promptly notifying the Assigner of any such modification. Where the limits envisaged in part (i) of Article 2.5.1 above are exceeded, the Assigner shall notify (including via email) the Assignee and the Portfolio Manager within the period between (x) the Cut-Off Date preceding the relevant Offer Date, and (y) the subsequent Report Date, or the relevant Collection Transfer Date. After receiving such notification, the Assignee (including through the Portfolio Manager) shall promptly send to the Assigner a list of Eligible Debtors to be excluded. It is to be understood however that if the Assignee does not consent to the limit referred to in part (ii) of Article 2.5.1 above being exceeded, the Assigner may present to the Assignee new Eligible Receivables held with Eligible Debtors in relation to which the Agreed Ceiling has not been exceeded. Without prejudice to Article 2.5.4 below, the Assigner and the Assignee (including through the Portfolio Manager) shall assess the Portfolio Criteria set forth in Article 2.5.1 above on each Calculation Date immediately prior to each Renewal Date in order to agree upon any changes that such Parties may deem necessary. Any changes to the Portfolio Criteria set forth in Article 2.5.1 agreed upon between the Assigner and the Assignee (including through the Portfolio Manager) shall apply starting from the relevant Renewal Date, notwithstanding that if such Parties do not reach an agreement in regard to such changes by the Calculation Date immediately preceding such Renewal Date, the Portfolio Criteria applicable as of said Calculation Date shall continue to apply in accordance with this Agreement. On each Calculation Date, the Assigner may submit a written request to the Assignee and the Portfolio Manager for an increase in the Maximum Portfolio Amount. In such case, the Parties shall negotiate such increase in good faith and according to correctness, notwithstanding that: (i) the Assignee (including through the Portfolio Manager) shall be under no obligation whatsoever to accept the increase in the Maximum Portfolio Amount proposed by the Assigner, and (ii) any increase in the Maximum Portfolio Amount agreed between the Assigner and the Assignee (including through the Portfolio Manager) shall only apply after the Offer Date immediately following that on which such agreement is reached between the Parties. The Assigner shall ensure that, during the Revolving Period: a) the Outstanding Amount of Assigned Receivables in euro does not fall below €1.5 million (one point five million euro); and b) the Outstanding Amount of Assigned Receivables in United States dollars does not fall below $3.5 million (three point five million United States dollars). 2.5.2 2.5.3 2.5.4 2.5.5 2.6 Consideration The assignment and transfer of each Portfolio in accordance with this Agreement and of each Assignment Agreement shall be in exchange for a consideration equivalent to the Purchase Price, calculated according to the indications given in Attachment 4 (Calculation of the Purchase Price) and notified in accordance with the provisions of Attachment 3 (Operating Procedure for the Sale of Eligible Receivables), which shall be paid within the terms and conditions indicated in detail in Article 4 below. 2.7 Events that may affect the purchase of Subsequent Portfolios The Parties agree – and the Assigner expressly acknowledges – that: 2.7.1 2.7.2 The commitment of the Assignee to purchase the Receivables included in each Subsequent Portfolio in accordance with this Agreement shall be subject to the absence of any financial tensions that may arise due to significant harmful events impacting the capital market and which have the consequence of significantly limiting the Assignee’s ability to secure short-term funding from the market in order to pay the relevant Purchase Price; should the circumstance indicated in Article 2.7.1 occur, the Assignee shall not be required to purchase the Receivables and may choose not to accept the relevant offers of assignment where it sends to the Assigner, by the fifth Business Day prior to the relevant Purchase Date, a written communication confirming – in good faith and according to objective parameters – the existence of the aforementioned financial tensions and giving evidence thereof. 6 Where the circumstances indicated in Articles 2.7.1 and 2.7.2 continue for six subsequent Offer Dates, the Assignee (including through the Portfolio Manager) may terminate the Revolving Period by sending to the Assigner a unilateral notification of withdrawal with immediate effect (and without the application of any penalty or compensation). 2.8 Efficacy of assignment 2.8.1 Each assignment of Eligible Receivables shall take effect on the Purchase Date immediately after the related Offer Date (excluding assignment of the First Portfolio which shall take effect as upon acceptance of the proposed conclusion of the Assignment Agreement, including through payment by the Assignee of the corresponding Purchase Price in accordance with Article 1327 of the Italian Civil Code) with economic effects, in each case, starting from the previous Cut-Off Date. Consequently, the Parties agree that: (a) (b) the Assignee shall be permitted to receive all collections related to the Assigned Receivables it has purchased after the related Cut-Off Date (inclusive); and such collections must be transferred to the Assignee in accordance with the provisions contained in the Sub-Servicing Agreement. 2.8.2 Each assignment of Eligible Receivables carried out in accordance with Article 2.3.4 above shall take effect as of the relevant Collection Transfer Date, with economic effects starting on the same Collection Transfer Date – in accordance with Attachment 3 to the Assignment Agreement. Consequently, the Parties agree that: (a) (b) the Assignee shall be permitted to receive all collections related to the Assigned Receivables it has purchased after the same Collection Transfer Date (inclusive); and such collections must be transferred to the Assignee in accordance with the provisions contained in the Sub-Servicing Agreement. 2.9 Obligation to cooperate The Parties agree to fully cooperate in carrying out any reasonable additional activity that may be necessary to facilitate the transfer of Eligible Receivables within the terms set forth in this Article 2 and according to the transfer procedures set forth in Attachment 3 (Operating procedure for the sale of Eligible Receivables). 2.10 Accessory amounts and Late Payment Interest The Parties acknowledge and agree that: (i) (ii) (iii) (iv) each assignment of Eligible Receivables carried out in accordance with this Agreement also includes the assignment, to the Assignee, of any Accessory Amount (including Late Payment Interest) of the respective Eligible Receivables; Such Accessory Amounts shall be indicated in the Sub-Servicer Report drafted and submitted in accordance with the Sub-Servicing Agreement; such Accessory Amounts are not included in the calculation of the Purchase Price given in Article 4 below; such Accessory Amounts are to be paid to the Assignee within the terms and conditions indicated in Article 8 below. 2.11 Assignment of Insurance Policy benefits The Assigner assigns (and undertakes to assign) to the Assignee in accordance with this Agreement all benefits and interests deriving from present and future Insurance Policies related to Receivables Assigned from time to time; it also undertakes to carry out any activities that may be necessary to fulfil such assignment including, where requested by the Assignee, notification of the assignment to the relevant Insurance Company in accordance with Articles 1260 et seq. of the Italian Civil Code. All existing Insurance Policies must be taken out in the name of the Assignee or another entity designated by the Assignee not later than 31 July 2015. It is naturally to be understood that any amounts paid out by the Insurance Company to the Assigner by way of compensation under the Insurance Policies on Assigned Receivables must be promptly paid and transferred to the Assignee. 7 3 3.1 NATURE OF ASSIGNMENTS Assignment without recourse The Parties agree that the transfer of Assigned Receivables to the Assignee shall be without recourse and without any nature of guarantee from the Assigner in regard to the solvency of each Assigned Debtor. The Assignee therefore fully and expressly waives the guarantee of solvency in relation to Assigned Receivables. 3.2 Right to notify Assigned Debtors The Assignee (including through the Portfolio Manager), at its own discretion and having informed the Assigner in advance, may report the assignment of Assigned Receivables it has purchased to: 3.2.1 3.2.2 3.2.3 all Assigned Debtors, where the appointment of the Sub-Servicer in accordance with Article 9 of the Sub- Servicing Agreement is revoked; and/or each Assigned Debtor having been classified as an Insolvent Debtor and, where the debtor is insured, the deadlines for reporting an accident set forth in the relevant insurance policy have elapsed – without prejudice to the provisions governing the management of the Receivable in question set forth in the Sub-Servicing Agreement; and/or each Eligible Debtor having been notified of the Assignment of Receivables from the Assigner to the Assignee, where the relevant Receivable is re-transferred from the Assignee to the Assigner within the circumstances set forth in this Agreement (including through the transfer to each Assigned Debtor of any act or document confirming the transfer), and may to request the reasonable collaboration of the Assigner and/or Sub-Servicer in such respect. 3.3 Assignment of receivable but not of agreement For purposes of clarity, each assignment of Receivables carried out by virtue of this Agreement shall not imply the transfer of the corresponding Commercial Agreement, nor shall it impose on the Assignee any obligation pursuant to such agreement or other obligations assumed by the Assigner towards Assigned Debtors based on the corresponding Commercial Agreement or any other agreement. CALCULATION AND PAYMENT OF THE PURCHASE PRICE Calculation of Purchase Price 4 4.1 4.1.1 The Purchase Price for each Portfolio sold in accordance with this Agreement shall be equal to the total of the Individual Purchase Prices of Receivables (calculated following the indications given in Attachment 4 (Calculation of Purchase Price)) purchased by the Assignee on the relevant Purchase Date and shall be paid to the Assignee according to the procedures indicated in this Article 4. 4.1.2 Attachment 4 (Calculation of Purchase Price) lays down the procedures for calculating the Individual Purchase Price of each Eligible Receivable. 4.2 Payment of Purchase Price 4.2.1 The Purchase Price for Receivables purchased by the Assignee on a Purchase Date (as calculated in accordance with Attachment 4 (Calculation of Purchase Price)) shall be paid by the Assignee on the subsequent Payment Date, crediting the relevant amount, divided by Eligible Currency, to the Natuzzi account and indicating in the description the Assignment Agreement to which the payment refers. The Parties expressly agree that such payment shall be considered, in accordance with Article 1327 of the Italian Civil Code, as acceptance by the Assignee of the proposed formalisation of the relevant Assignment Agreement in the absence of an expressed acceptance by the Assignee (including through the Portfolio Manager) of the proposed Assignment Agreement. 8 4.2.2 Payment of the Purchase Price for Receivables purchased by the Assignee on a Collection Transfer Date in accordance with Article 2.3.4 above may be made by the Assignee to the Assigner in two separate tranches, as follows: (a) the first tranche, equivalent to the lesser amount of (i) Collections (relating to all Receivables Assigned by the Assigner) to be transferred on that Collection Transfer Date in accordance with the Sub-Servicing Agreement; and (ii) 90% of the Face Value of the Receivables to which the assignment refers (“First Tranche”), on that Collection Transfer Date, it being understood that the payment of the First Tranche shall be made by offsetting the amount owed by the Assignee as an advance on the Purchase Price of the Receivables with respect to any amounts owed by the Sub-Servicer and/or Assigner to the Assignee on that Collection Transfer Date in accordance with the Sub-Servicing Agreement; and (b) the second tranche, equivalent to the difference between the respective Purchase Price and the First Tranche (“Second Tranche”), on the next Payment Date after that Collection Transfer Date, crediting the relative amount to the Natuzzi account. 4.2.3 In all cases in which the Purchase Price referred to in Article 4.4.2(a) is paid entirely or in part through offsetting, the Parties agree that, from the moment in which the Assignee – in accordance with Attachment 3 to the Assignment Agreement – notifies its agreement to purchase the Eligible Receivables included in the Portfolio offered for sale, the Assigner may withdraw from one or more of the Internal Collection Accounts a total amount corresponding to the amount offset in accordance with Article 4.2.2(a) above. 4.3 Payment on a specific date 4.3.1 The Parties expressly state that assignments of Assigned Receivables in accordance with this Agreement shall be subject to the provisions of Article 5.1, parts 1-bis and 2 of Italian Law 52/91, as provided by Article 4.1 of the Securitisation Law. The Assigner, on a monthly basis and at its own expense, shall make a copy of the statement of each Natuzzi account – into which each Purchase Price amount payable to the Assigner is to be deposited – indicating when the payments were made to the Natuzzi account by the Assignee by virtue of Article 4.2 and when the funds were cleared and made available in the account, sending this copy to the Assignee and to the Portfolio Manager within two business days after each payment. 4.3.2 The Assigner shall fully cooperate with the Assignee and the Portfolio Manager to enable them to undertake any additional procedures and formalities that may be necessary or reasonably recommendable for assigning a specific date to the payments described in Article 4.2, in accordance with Article 5 of Italian Law 52/91 (as provided by Article 4.1 of the Securitisation Law) and Article 2704 of the Italian Civil Code. 5 5.1 5.2 5.3 CONDITIONS OF SUSPENSION AND TERMINATION This Agreement shall not be binding or effective for the Parties until all the conditions of suspension indicated in Attachment 5 (Conditions of suspension), Part A (Conditions of suspension preceding the First Calculation Date) are met (as notified in writing by the Assigner to the Assignee in the proposal for the formalisation of Assignment Agreements in accordance with Attachment 3 (Operating procedure for the sale of Eligible Receivables)) or, alternatively, have been waived in writing by the Assignee (including through the Portfolio Manager). If all the conditions of suspension set forth in Attachment 5 (Conditions of suspension), Part B (Conditions of suspension preceding each Purchase Date and Payment Date) have not been met (as notified in writing by the Assigner to the Assignee in the proposal for the formalisation of Assignment Agreements in accordance with Attachment 3 (Operating procedure for the sale of Eligible Receivables)) as of a Purchase Date or Collection Transfer Date, the Assignee shall not be required to purchase the Receivables offered for assignment on such dates, notwithstanding that the Assignee (including through the Portfolio Manager) may, at its absolute discretion, fully or partially waive such conditions of suspension. The Parties acknowledge and agree that the efficacy of the assignment of each individual Assigned Receivable from the Assigner to the Assignee under this Agreement shall be dependent, on penalty of termination, on the circumstance that the Portfolio being assigned fails to meet all or part of the Portfolio Criteria and/or that the Debtors are not Eligible Debtors included in the Debtor List (in accordance with Articles 2.1.2 and 2.4.2), in both cases as of the Cut-Off Date immediately preceding the Offer Date or, where applicable, the relevant Collection Transfer Date on which the Portfolio in question is offered in accordance with this Agreement. Upon ascertainment of a condition of termination referred to in this Article 5.3, the Assigner shall pay the Assignee, on the Payment Date immediately following the date on which the existence of the condition of termination is verified, an amount equivalent to the Purchase Price paid by the Assignee (including through offsetting) in relation: (a) to the individual Receivables to be re-transferred since they are held with Debtors that are not 9 Eligible Debtors, or (b) to the entire Portfolio or part thereof to be re-transferred for failure to meet the Portfolio Criteria, in both cases taken from collections transferred to the Assignee with respect to such Receivables/Portfolio up until the date on which such condition of termination is verified, plus interest calculated on the amount to be returned at the 3-month EURIBOR rate plus 2.0%, during the period between such Payment Date and the date on which the condition of termination in question is verified. It is hereinafter understood that the Assigned Receivables/Portfolio in relation to which one of the aforesaid conditions of termination is verified shall be considered re-transferred to Assigner retroactively starting from the relevant Purchase Date/Collection Transfer Date. It is understood that where an assigned Portfolio does not meet the Portfolio Criteria within the terms set forth above, the condition of termination shall apply with respect to the entire Portfolio assigned. DECLARATIONS AND GUARANTEES The Assigner acknowledges that the Assignee shall not enter into this Agreement or other Transaction Documents without having received the declarations and guarantees issued in this Agreement and in the other Transaction Documents. Any completed or potential inspections and/or investigations which may have been conducted or which may be conducted in the future by the Assignee (including through the Portfolio Manager) within the context of the purchase of Eligible Receivables may not compromise or affect the rights of the Assignee based on this Agreement, including but not limited to the rights provided in Article 13. The Assigner issues to the Assignee the declarations and guarantees provided in Attachment 6 (Declarations and guarantees), Part A (General declarations and guarantees). Such declarations and guarantees are issued on the Date of Signing of this Agreement and (unless otherwise specified) shall be considered repeated on each Purchase Date, with reference to the facts and circumstances existing as of that Purchase Date. The Assigner also issues to the Assignee the declarations and guarantees provided in Attachment 6 (Declarations and guarantees), Part B (Declarations and guarantees of the Assigner in relation to Eligible Receivables), with reference to Eligible Receivables. Such declarations and guarantees are issued on each Offer Date or on each Collection Transfer Date with reference to the Eligible Receivables offered for assignment on that Offer Date. In case of violation by the Assigner of the declarations and guarantees provided in Attachment 6 (Declarations and guarantees), Part B (Declarations and guarantees of the Assigner in relation to Eligible Receivables), the provisions contained in Article 13 shall apply. The Assignee issues to the Assigner the declarations and guarantees provided in Attachment 6, Part C (Declarations and guarantees of the Assignee). Such declarations and guarantees are issued on the Date of Signing of this Agreement and (unless otherwise specified) shall be considered repeated on each Purchase Date and on each Collection Transfer Date on which the Assigner decides to offer a Portfolio of Eligible Receivables, with reference to the facts and circumstances existing as of that Purchase Date or Collection Transfer Date. DUTIES The Assigner assumes the duties provided in Attachment 7 (Duties of the Assigner) to the benefit of the Assignee. Each of the duties provided in Attachment 7 (Duties of the Assigner) shall: 7.2.1 7.2.2 be carried out by the Assigner on a continuous basis starting from the Date of Signing until the obligations assumed by the Assigner by virtue of this Agreement have been entirely fulfilled; and be expressly confirmed as fully completed on each Offer Date and on each Collection Transfer Date with reference to the provisions referring to that Offer Date and, where applicable, to that Collection Transfer Date, through the submission of the proposed Assignment Agreement in accordance with Attachment 3 (Operating procedure for the sale of Eligible Receivables). DEEMED COLLECTIONS AND ACCESSORY AMOUNTS The Assigner, directly or through the Sub-Servicer (where different from the Assigner) in accordance with the Sub-Servicing Agreement, shall identify all Deemed Collections and Accessory Amounts relating to Assigned Receivables by the Payment Date immediately after the date on which each Deemed Collection or, where applicable, each Accessory Amount becomes due, and to pay such Deemed Collections and/or Accessory Amounts to the Assignee, promptly depositing all amounts into the Assignee’s account no later than the second Business Day prior to the Payment Date after the Cut-Off Period to which such Deemed Collections and/or Accessory Amounts (including Late Payment Interest) refer. On each Payment Date and based on the information provided in the Sub-Servicer’s Report, the Assignee shall be required to transfer to the Assigner any amount recovered from Assigned Debtors and deposited into the Assignee’s account – notwithstanding the specific Assigned Receivable having triggered the relevant collection – providing the Assignee has already received a Deemed Collection in relation to such Assigned Debtors, without the payment of any interest or penalties. 10 6 6.1 6.2 6.3 6.4 7 7.1 7.2 8 8.1 8.2 9 SIGNIFICANT EVENTS The Assigner shall immediately inform the Assignee and the Portfolio Manager of any Potential Significant Event or Significant Event the moment such events are brought to its attention. The consequences of a Significant Event are provided in Attachment 8 (Significant Events), Part C (Consequences of a Significant Event). 10 10.1 COMPENSATION. COSTS AND FEES With this Agreement the Assigner agrees to pay all properly documented costs and fees (including any legal fees) reasonably and directly incurred by the Assignee (and which have been properly documented by the Assignee) with reference to: 10.1.1 10.1.2 10.1.3 Securitisation preparation and organisation, negotiation, signing and delivery of this Agreement and any other documents that may be delivered or which may be signed from time to time in accordance with this Agreement or in relation thereto or to any other Transaction Document, in accordance with the Mandate Agreement, plus applicable VAT, expenses, charges and contributions; and the exercise or preservation of any right by virtue of this Agreement and of the other Transaction Documents, including, to avoid any doubts, any notification of assignment to Assigned Debtors in accordance with Article 3.2; any legal or tax consultancy or support fees related to the drafting and negotiation of Transaction Documents provided to the Assignee by its own legal and tax advisor, up to a maximum of €85,000 (eighty five thousand euro) plus applicable VAT, expenses, charges and social security contributions; taking into account that the Assigner shall have no obligation whatsoever towards Assignee with respect to costs and fees deriving from responsibilities of the latter. 10.2 10.3 The Parties agree and declare that each assignment of Eligible Receivables carried out/to be carried out in accordance with this Agreement is exempt from VAT in accordance with the combined provision under Article 3.2.3 and Article 10 1.1 of Italian Presidential Decree No. 633 of 26 October 1972. The Assigner undertakes to: 10.3.1 pay any indirect Taxes (and all related charges and costs), including any applicable VAT, applicable in relation to this Agreement, to the Transaction Documents and/or, in any case, to the assignment of Assigned Receivables to the Assignee under this Agreement, as well as with reference to any payments otherwise due by virtue of this Agreement; and 10.3.2 compensate the Assignee in relation to any responsibility of the Assigner resulting from a delay in payment or failure to pay such indirect Taxes. It is understood and agreed by the Parties that none of the provisions of this Article 10.3 shall in any way imply an obligation for the Assigner to pay or compensate the Assignee for IRES (corporate income tax) and/or IRAP (regional tax on productive activities) payable by the Assignee. 10.4 All payments to be made by the Assigner to the Assignee under this Agreement, or with reference to Assigned Receivables, shall be made without any tax-related deduction and/or withholding (“Tax Deduction”), except where the Assigner is required to make such payment subject to a Tax Deduction, in which case the amount payable by the Assigner in relation to which such Tax Deduction applies shall be automatically increased to ensure that, after application of the Tax Deduction, the Assignee receives (after the Tax Deduction, including in relation to the aforementioned additional amount) a net amount equal to the amount it would have received had such Tax Deduction not been applied. 10.5 The Assigner shall pay the Assignee all VAT it has effectively collected on late receivables in accordance with Attachment 7 (Duties of the Assigner), section 33 (Collection of VAT on late receivables) and, in such respect, it shall do everything legally necessary in order to collect such VAT. 11 11.1 PAYMENTS All amounts owed by the Parties are to be paid in euro, as follows: 11.1.1 if owed to the Assigner, to the respective Natuzzi account in the Eligible Currency of the Assigned Receivable; and 11 11.1.2 if owed to the Assignee, to the Assignee account, or to any other account indicated by the Assigner or by the Assignee (including through the Portfolio Manager), where applicable, in a written notification to be sent to the other Party with at least 10 Business Days’notice. 11.2 The payment obligations of the Parties may not be suspended, delayed (including in the event of a dispute) or, unless otherwise specified in this Agreement, offset. 12 12.1 12.2 13 13.1 LATE PAYMENT INTEREST Where an amount due (“Amount Due”) by one Party to the other Party in accordance with the terms of this Agreement is not paid within the specified terms, that Amount Due shall accrue late payment interest starting from the payment date indicated above until the date on which the payment is eventually made at a rate equivalent to the average 3-month EURIBOR rate (during the reference period) plus 2% (two per cent). In case of late payment of all or part of a Purchase Price based on the provisions of Article 4, the Assignee shall be required to pay the Assigner late payment interest on the non-paid Purchase Price (or portion thereof) at a rate equivalent to the average 3-month EURIBOR rate (during the reference period) plus 2% (two per cent) for the period starting from the fourth day after the payment due date until the date on which the payment is eventually made. COMPROMISED RECEIVABLES If at any time after signing this Agreement any of the Parties should become aware that, in relation to one or more of the Assigned Receivables under this Agreement, any of the declarations or guarantees specified in Attachment 6 (Declarations and guarantees), Part B (Declarations and guarantees of the Assigner in relation to Eligible Receivables) – excluding the declaration and guarantee referred to in section 2 (Conformity with Portfolio Criteria), in which case the provisions of Article 5.3 shall apply – should be found to be inaccurate, incorrect or incomplete with reference to substantial facts or circumstances existing as of the date on which such declaration or guarantee was issued or considered repeated (“Violation”), that Party shall inform the other Party immediately with a detailed written notification, and the Assigner may remedy such Violation by whichever of the following dates occurs first: 13.1.1 13.1.2 the 10th Business Day from the date on which the Assigner becomes aware of the Violation (where the Violation is detected by the Assigner); or the 10th Business Day after receipt of the written notification sent by the other Party. 13.2 The fact that a Violation referring to an Assigned Receivable has been remedied in accordance with Article 13.1 may in no way compromise the rights of the Assignee deriving from: 13.2.1 13.2.2 a possible Violation with respect to other Assigned Receivables; and/or any damage, loss or other real negative financial consequences directly suffered by the Assignee, and which the Assignee has properly documented, as a result of having purchased or held such Assigned Receivables. 13.3 13.4 If a Violation is detected in relation to any Assigned Receivables and is not remedied by the Assigner within the deadline specified in Article 13.1.1 or, where applicable, in Article 13.1.2, in order to eliminate or definitively prevent any effects of such Violation for the Assignee, the Assignee (including through the Portfolio Manager) may declare such Assigned Receivables as Compromised Receivables, notifying the Assigner in writing as soon as it is made aware of such circumstance. If any Assigned Receivable is declared as a Compromised Receivable: 13.4.1 13.4.2 13.4.3 the Assigner shall send to the Assignee and to the Portfolio Manager an electronic file containing a list of the specific Compromised Receivables to which the Violation refers by 10:00 AM on the third Business Day after the final day of the period referred to in Article 13.1.1 or, where applicable, in Article 13.1.2; The Assignee (including through the Portfolio Manager) shall notify the Assigner in writing of the value of the Compromised Receivables payable as consideration for retrocession of the Compromised Receivables by 10:00 AM on the Calculation Date after the Business Day on which the electronic file referred to in Article 13.4.1 above is received; and the Assigner shall deposit to the Assignee’s account the amount of the Compromised Receivables, with recession to the Assigner, to all effects, of all related Compromised Receivables and of the ownership and any rights thereover, by 10:00 AM on the Payment Date immediately following. 12 Where the Assigner has paid the Assignee with reference to the Compromised Receivables as provided in Article 13.4.3, the Assigner shall nonetheless be entitled to withhold any collections received in relation to such Compromised Receivables, and where a collection with respect to such Compromised Receivables is subsequently received by the Assignee, the Assignee shall reimburse the Assigner, on the Payment Date immediately following, up to the amount of such collection received in relation to the Compromised Receivable. In relation to the Compromised Receivables subject to retrocession to the Assigner in accordance with Article 13.4 above, the Assignee shall not issue any declaration or guarantee with reference to the Compromised Receivable transferred to the Assigner (including a guarantee of the existence of the receivable) and may be responsible solely in relation to that specific fact, as provided by point 1 of Article 1266 of the Italian Civil Code. Following the re-transfer of the Compromised Receivable to the Assigner in accordance with Article 13.4, the Assignee (including through the Portfolio Manager) shall carry out (at the expense of the Assigner and in relation to the Compromised Receivable re-transferred) all procedures and formalities reasonably requested by the Assigner in order to complete the reacquisition of the Compromised Receivables, including any notifications to respective Debtors of the re-transfer of the Compromised Receivable in question. AMENDMENTS No amendments to or waivers of the provisions of this Agreement, nor any authorisation requested in accordance with this Agreement, shall be binding for any of the Parties unless it has been issued in writing and signed by all Parties. This Agreement constitutes the entire and definitive agreement between the Parties and replaces any prior verbal or written agreement. COMMUNICATIONS Unless otherwise specified in this Agreement, any communication, request, claim or other document which may be made, issued or produced by one of the Parties to the other (or to the Portfolio Manager) in accordance with this Agreement must be drafted in a written document, in Italian, and addressed or sent to: 13.5 14 14.1 14.2 15 15.1 15.1.1 for the Assigner: Natuzzi S.p.A. Viale lazzitiello, 47 70029 Santeramo in Colle (BA) Fax: +39 080 8820513 15.1.2 Email: cartolarizzazione@natuzzi.com, vnotarpietro@natuzzi.com, mscaramuzzo@natuzzi.com; vfavale@natuzzi.com For the attention of: Mr. Vittorio Notarpietro for the Assignee: Muttley S.r.l. Via Alessandro Pestolozza, 12/14 For the attention of the Sole Director Fax: +39 02 77 88 0599 e-mail: societario@zenithservice.it Certified email: muttley_srl@legalmail.it CC: Banca IMI S.p.A. Largo Mattioli, 3 20121 Milan Fax: +39 02 7261 2242 Email: securit_ corpora te@bancaimi.com For the attention of: Credit Solutions Group - Securitisation 13 15.1.3 15.1.4 for the Servicer: Zenith S.p.A. Via Alessandro Pestalozza 12/14 20131 Milan Fax: +39 02 7788 0599 Email: Reporting.imi@zenithservice.it For the attention of: Gestione Assets for the Portfolio Manager: Banca IMI S.p.A. Largo Mattioli, 3 20121 Milan Fax: +39 02 7261 2242 Email: securitjcorporate@bancaimi.com For the attention of: Credit Solutions Group - Securitisation or to any other address, email address or fax number which the Party in question (including through the Portfolio Manager in the case of the Assignee) has notified to the other Party with at least 5 Business Days’ notice. 15.2 Unless otherwise specified in this Agreement, any communication, request, claim or other document which may be made, issued or produced by one of the Parties to the other in accordance with this Agreement shall be considered as sent: 15.2.1 15.2.2 15.2.3 15.2.4 15.2.5 15.2.6 upon delivery (if sent via fax during normal working hours on a Business Day), once the relevant delivery receipt is produced; or on the next Business Day (if sent via fax after normal working hours or not on a Business Day), once the relevant delivery receipt is produced; or upon delivery to the relevant address; or on the date indicated on the postal receipt notice (if sent by registered mail with delivery confirmation); or on the date indicated in the email confirming receipt of the email by the recipient (if sent via email during normal working hours on a Business Day); or on the Business Day immediately after the day indicated in the email confirming receipt of the email by the recipient (if sent via email after normal working hours or not on a Business Day). 16 WAIVERS No inactivity or delay by a Party in exercising any right pursuant hereto may be interpreted as a waiver of such right, and no individual or partial exercise of any right shall preclude any other or further exercise of that right or of any other right. Unless otherwise specified in this Agreement, the remedies provided in this Agreement are cumulative and do not exclude any other remedy provided by law. 17 17.1 17.2 17.3 MISCELLANEOUS If at any time one or more provisions, obligations or rights under this Agreement should be found to be or should become invalid, illegal or non-enforceable in any respect in accordance with the law of any jurisdiction, the validity, legality and enforceability of all remaining provisions, obligations or rights by virtue of this Agreement or such provisions or obligations in any other jurisdiction may not be affected or impacted by such circumstance. The Assigner and the Assignee (including through the Portfolio Manager) must be promptly informed of any changes to the identity of their Authorised Signatories in accordance with this Agreement. The Parties undertake to comply with the provisions on Traceability, without any prejudice whatsoever to the procedures for payment of the Purchase Price, by wire transfer, provided in Article 4.2 of this Agreement. 14 18 18.1 AUDITS Up until the Expiry Date, the Assigner undertakes to submit to the Assignee and to the Portfolio Manager (at its own expense, up to a limit of €20,000 plus VAT), once per year, within 60 (sixty) days from the Report Date having lapsed in the month of September of each year starting from September 2015, a report drafted by an external auditor or independent auditing firm appointed by the Assigner at the indication of the Assignee (including through the Portfolio Manager) (“Audit Report” and “Auditor”, respectively). The Auditor shall carry out the audit procedure on an annual basis in order to verify, inter alia: 18.1.1 18.1.2 18.1.3 18.1.4 18.1.5 the accuracy of the Sub-Servicer’s Report and that the data contained therein match the Sub-Servicer’s account records; the issue of Credit Notes (as required in accordance with the Credit and Collection Policy) and the payment of Deemed Collections to the Assignee; compliance with the Eligibility Criteria; the substantial application by the Sub-Servicer of the Credit and Collection Policy without deviations such as to compromise the collection of Assigned Receivables; the activities carried out by the Sub-Servicer, checking that collections (i) have been credited to each Foreign Collections Account and by each of these transferred immediately to the relevant Internal Collections Account (as accounts “dedicated” exclusively for the deposit of amounts relating to Assigned Receivables) and (ii) have been transferred from each Internal Collections Account to the Assignee correctly and in conformity with the provisions of the Sub-Servicing Agreement (this verification is to be carried out by the Auditor on a statistically significant sample); 18.1.6 the absence of any other receivable-backed financing (e.g. discount transactions, factoring, securitisations) involving the Assigned Receivable. 18.2 Without prejudice and in addition to the provisions of Article 18.1, the Assignee (including through the Portfolio Manager) shall have the right to directly carry out, with at least 15 (fifteen) Business Days’ notice and not more than once every quarter, through an auditing company of its own choosing and at its own expense, an audit of the same nature as that described in Article 18.1. The Assigner (as Sub-Servicer) shall facilitate and give its full cooperation in relation to such audit as necessary in relation to the purposes indicated above and following procedures that do not compromise the performance of the Assigner’s ordinary activities. 19. CONFIDENTIALITY Unless otherwise provided by applicable law or otherwise required by any authority (regardless of whether that request is legally binding) whose authority is generally respected by the entity who receives such a request, neither of the Parties will disclose the terms and conditions of this Agreement or reveal any confidential information which has come to their knowledge in accordance with the terms hereof, with the exception that this Agreement may be made known to: (i) the Bank of Italy, CONSOB and any competent regulatory authority; (ii) any other assignee of Assigned Receivables; (iii) each auditor and legal adviser of the Party who provides the information; (iv) the Assigned Debtors, insofar as notification of the terms contained herein is permitted under the Agreement and required under applicable law to complete the assignment of Assigned Receivables to the Assigned Debtors, its guarantors or any third party; and (v) any companies in the same group of companies as the respective Party. 20. 20.1. 20.2. 20.3. DURATION The Parties agree and acknowledge that – except as expressly stated in article 2.8 – their rights and obligations with regard to the assignment of Receivables under this Agreement will lapse (in compliance with the other terms of this Agreement) on the expiry date (not included), without prejudice to the effectiveness of declarations and guarantees referred to in Attachment 6 and commitments referred to in Attachment 7 made by the Assigner in respect of all assignments of Receivables completed prior to that date. By each Report Date immediately preceding each Renewal Date, either party may terminate the Revolving Period with effect from the third Report immediately following, by sending the other Party written notification of withdrawal. The Parties further agree that, upon the occurrence of events that determine the Assigner’s obligation to pay to the Assignee the amounts under article 10, the Assigner, provided that at least six months have passed since the date of signing of the Agreement or if at any time those costs are overly burdensome to the Assigner, may furnish written notice to the Assignee and to the Portfolio Manager of its intention to withdraw unilaterally from the Agreement and end the Revolving Period. 15 Upon receipt by the Assignee and the Portfolio Manager of this notification, the Revolving Period will be suspended and the Parties will consider in good faith any solutions aimed at mitigating the effects of the Articles mentioned above. Where the Parties do not reach a shared solution within 30 business days of this notification, the latter shall constitute notification of withdrawal (without application of any penalty or compensation) with effect from the date of receipt of the notification by the Assignee and Portfolio Manager. Otherwise, the Revolving Period will resume with effect from the moment the Parties have reached and formalised the relevant agreement aimed at mitigation of the above, on the understanding that the expiry of the Revolving Period shall not be delayed by effect of the suspension. 20.4. Following the dispatch of the notification of withdrawal under Articles 20.2 or 20.3, no additional Receivable may be offered or purchased under this Agreement from, respectively, the Offer Date (included) immediately after the relevant Report Date or the date of receipt of the notification of withdrawal, depending on the case. The Assigner and the Assignee agree and acknowledge that, in any case, they will be bound to continue the fulfilment of all their obligations, each according to their role, in accordance with this Agreement, until the transfer – with specific reference to – Assigned Receivables not fully paid, unless otherwise agreed between the parties. 21. CHANGES IN COMMISSION At each Commission Calculation Date, the Assignee (also through the Portfolio Manager) will communicate the new Commission in writing to the Assigner, to be applied from the immediately preceding Offer Date (included). If the new Commission communicated by the Assignee (also through the Portfolio Manager) under this Article exceeds 15 basis points more than the Commission applied to the Calculation Date of the previous Commission, the Assigner shall have the right to withdraw unilaterally from the Agreement and end the Revolving Period by giving written notice to the Assignee and the Portfolio Manager no later than 20 business days following the communication of the new Commission by the Assignee (also through the Portfolio Manager), with immediate effect from the date of the Assignee’s receipt of said notification (also through the Portfolio Manager) (without the application of any penalty or compensation). 22. LIMITED PAYABILITY AND NON PETITION 22.1. With the exception of the payment of the purchase price of the Initial Portfolio (which shall be made by using the proceeds from the issuance of the securities issued under the Securitisation and subject to the conditions provided for in this Agreement), the purchase price of each Assigned Receivable and the fees and charges referred to in Article 8 of the Sub- Servicing Agreement, any and all credit at any time held by the Assigner in respect of the Assignee in any capacity under or in connection with this Agreement is a limited payability receivable that can be claimed only on amounts received by the Assignee in reference to or with regard to Receivables included in each Portfolio. 22.2. 22.3. 22.4. The receivables of the Assigner shall be payable in coincidence exclusively with the payment dates provided in the Transaction Documents in accordance with the provisions of the applicable priority order and within the limits of the funds effectively available to the Assignee on that date, it being understood that, in case of insufficient funds on a specific payment date, the difference will become due for payment on the payment date immediately following renewed availability of sufficient funds. The Assigner undertakes in respect of the Assignee, also in the interests of holders of securities issued under the Securitisation, not to present any petition for the subjection of the Assignee in insolvency proceedings and not to intervene in any proceedings brought by others that may lead to the subjection of the Assignee in insolvency proceedings, until two years and a day have passed since the last (i) the date of full refund or cancellation of all securities issued under the Securitisation; or (ii) the date of the full refund or cancellation of securities issued in the context of any future Securitisation transactions made by the Assignee pursuant to the law on Securitisation. The Assigner recognises in respect of holders of securities issued under the Securitisation in accordance with and for the purposes of Article 1411 of the Civil Code, that the Assignee’s obligations pursuant to this Agreement shall not be invoked except within the limit of available funds of the Assignee. Consequently, the Assigner will have no further recourse or action towards the Assignee with respect to such obligations or interests, undertaking, for such effect, to take no action towards the Assignee in order to obtain fulfilment. 23. APPLICABLE LAW This Agreement and all obligations and the rights arising from or related to it, shall be governed in accordance with Italian law. 16 24. COMPETENT COURT The Court of Milan shall have exclusive jurisdiction to determine any legal suit, action or proceedings and to settle any dispute that may arise under this Agreement or in relation to it, as well as the obligations and rights arising from it or related to it; for these purposes all parties shall irrevocably submit to the exclusive jurisdiction of that Court. ************************************************** The parties mutually acknowledge that this Agreement has been freely negotiated by themselves in every single clause. The operations referred to in this Agreement fall within the scope of the application of IVA, pursuant to arts. 3 and 10, paragraph 1, no. 1) of Presidential Decree No. 633 of 26 October 1972. Consequently, this Agreement shall be registered only in the case of use under Article 5 of Presidential Decree No. 131 of 26 April 1986. ATTACHMENT 1 - DEFINITIONS AND INTERPRETATION DEFINITIONS “Value of Compromised Receivables” means, in relation to each Compromised Receivable: (a) (b) (c) (d) the Individual Purchase Price effectively paid by the Assignee to the Assigner in relation to the Compromised Receivable; plus interest accrued on the amount indicated in part (a) preceding the date of payment of the Individual Purchase Price up to the date on which the Assigner effectively pays the Value of Compromised Receivables at an interest rate equivalent to the EURIBOR reference rate (in relation to such period) plus the Financial Margin; plus the corresponding Face Value multiplied by the Commission as of the Purchase Date on which the Compromised Receivable was purchased; less any amount collected by the Assignee with reference to such Compromised Receivable, net of any amount which the Assignee may have reimbursed or is required to reimburse to the corresponding Debtor as a consequence of a Violation pursuant to Article 13.1, it being understood and agreed between the Parties that the Compromised Receivable, its ownership and all related rights shall be considered returned in their entirety to the Assigner in accordance with Article 13.4, which shall therefore be entitled to withhold any collections it may have received in relation to that Compromised Receivable. “Maximum Portfolio Amount” means, at each Calculation Date, an amount which represents the maximum value of Assigned Receivables and of those which may be assigned to the Assignee on the subsequent Purchase Date by the Assigner, equivalent to the amount of €35,000,000.00 (thirty five million euro), notwithstanding that the Assignee (including through the Portfolio Manager) and the Assigner may agree to increase or reduce such amount, as applicable, in accordance with the provisions of the Assignment Agreement. “Deed of Pledge” means a deed of pledge signed between, inter alia, the Assigner and the Assignee on (or close to) the Date of Signing, by virtue of which the Assigner shall post a pledge on each Internal Collection Account (and at its own discretion on each Foreign Collection Account) and on all amounts deposited from time to time into each of such accounts, to the benefit of the Assignee and in the ultimate interest of the bearers of securities issued under the Securitisation, guaranteeing the fulfilment of obligations assumed by the Assigner in accordance with the Transaction Documents of which it forms a part. “Authority” means a public authority of any legal nature, including but not limited to, local and/or state and/or European authorities and/or government bodies, courts, arbitrators or boards of statutory auditors. “Banca IMI” means Banca IMI S.p.A. “Calculation Date” means the First Calculation Date and, subsequently, the 4th Business Day immediately after each Offer Date, or another date which may be determined in agreement between the Parties (including through the Portfolio Manager where it concerns the Assignee). 17 “Commission Calculation Date” means the Calculation Date which lapses in the months of June and December each year, or another date which may be determined in agreement between the Parties (including through the Portfolio Manager where it concerns the Assignee), taking into account that the first Commission Calculation Date shall lapse in the month of December 2015. “Assigner” means Natuzzi S.p.A. (as identified and defined at the beginning of this Agreement). “Solvency Certificate” means the certificate signed and submitted periodically by the Assigner to the Assignee and to the Portfolio Manager using the form provided in Attachment 9 (Solvency Certificate Form). “Client” means a client of the Assigner that is not (i) a physical person end consumer, or (ii) an association, political party or foundation, with which the Assigner has entered into a Commercial Agreement. It is therefore understood that: (a) physical persons that are individual companies or have a VAT number; (b) partnerships; and (c) joint-stock companies and cooperatives, with which the Assigner has entered into a Commercial Agreement shall be considered included under this definition of Client. “Privacy Code” means Italian Legislative Decree No. 196 of 30 June 2003, as subsequently amended and added to. “Commission” or “CD” means the commission calculated on each Commission Calculation Date and notified by the Assignee (including through the Portfolio Manager) to the Assigner in accordance with the provisions of Article 21, it being understood that the Commission applied on the Date of Signing of this Agreement is 0.20%. “Insurance Company” means any insurance company selected by the Assignee (including through the Portfolio Manager) and which has issued an Insurance Policy to the benefit of or registered by the Assigner to the benefit of the Assignee in the ultimate interest of the bearers of securities issued as part of the Securitisation. “Notice of Termination/Withdrawal” means the communication sent in writing in accordance with Attachment 8 (Significant Events), Part C (Consequences of a Significant Event). “Collection Account” means one, several or all of the Foreign Collection Account(s) and Internal Collection Account(s). “Foreign Collection Account” means one, several or all of the EUR Foreign Collection Account, the USD Foreign Collection Account, the CAD Foreign Collection Account and the GBP Foreign Collection Account. “EURO Foreign Collection Account” means the bank account held in euro and opened in the name of Natuzzi S.p.A. with Citibank, the details of which are to be indicated by the Assigner to the Assignee and to the Portfolio Manager by 15 July 2015, or any other account of the Assigner to be used for the depositing of amounts in EUR owed by Assigned Debtors in relation to Assigned Receivables, the details of which are to be communicated by the Assigner to the Assignee and to the Portfolio Manager in accordance with the provisions of Article 10 (Payments), notwithstanding that such account must in any case be opened with Citibank and, at the request of the Assignee, the Assigner shall post a pledge over such account, to the benefit of the Assignee and in the ultimate interest of the bearers of securities issued under the Securitisation, with substantially the same terms and conditions as the Deed of Pledge. “USD Foreign Collection Account” means the bank account held in United States dollars and opened in the name of Natuzzi S.p.A. with Citibank, the details of which are to be indicated by the Assigner to the Assignee and to the Portfolio Manager by 16 July 2015, or any other account of the Assigner to be used for the depositing of amounts in USD owed by Assigned Debtors in relation to Assigned Receivables, the details of which are to be communicated by the Assigner to the Assignee and to the Portfolio Manager in accordance with the provisions of Article 10 (Payments), notwithstanding that such account must in any case be opened with Citibank and, at the request of the Assignee, the Assigner shall post a pledge over such account, to the benefit of the Assignee and in the ultimate interest of the bearers of securities issued under the Securitisation, with substantially the same terms and conditions as the Deed of Pledge. “CAD Foreign Collection Account” means the bank account held in Canadian dollars and opened in the name of Natuzzi S.p.A. with Citibank, the details of which are to be indicated by the Assigner to the Assignee and to the Portfolio Manager by 15 July 2015, or any other account of the Assigner to be used for the depositing of amounts in CAD owed by Assigned Debtors in relation to Assigned Receivables, the details of which are to be communicated by the Assigner to the Assignee and to the Portfolio Manager in accordance with the provisions of Article 10 (Payments), notwithstanding that such account must in any case be opened with Citibank and, at the request of the Assignee, the Assigner shall post a pledge over such account, to the benefit of the Assignee and in the ultimate interest of the bearers of securities issued under the Securitisation, with substantially the same terms and conditions as the Deed of Pledge. 18 “GBP Foreign Collection Account” means the bank account held in British pounds sterling and opened in the name of Natuzzi S.p.A. with Citibank, the details of which are to be indicated by the Assigner to the Assignee and to the Portfolio Manager by 15 July 2015, or any other account of the Assigner to be used for the depositing of amounts in GBP owed by Assigned Debtors in relation to Assigned Receivables, the details of which are to be communicated by the Assigner to the Assignee and to the Portfolio Manager in accordance with the provisions of Article 10 (Payments), notwithstanding that such account must in any case be opened with Citibank and, at the request of the Assignee, the Assigner shall post a pledge over such account, to the benefit of the Assignee and in the ultimate interest of the bearers of securities issued under the Securitisation, with substantially the same terms and conditions as the Deed of Pledge. “ Internal Collection Account” means one, several or all of the EUR Internal Collection Account, the USD Internal Collection Account, the CAD Internal Collection Account and the GBP Internal Collection Account. “EURO Internal Collection Account” means the bank account held in euro and opened in the name of Natuzzi S.p.A. with Banco di Napoli, Bari branch, located at Via Abate Gimma, No. 101, Bari, IBAN EUR 00620 1000 00071692, or any other account of the Assigner to be used for the depositing of amounts deriving from the EUR Foreign Collections Account in accordance with this Agreement, the details of which are to be communicated by the Assigner to the Assignee and to the Portfolio Manager in accordance with the provisions of Article 10 (Payments), notwithstanding that such account must in any case be opened with a bank of the ISP Group, and the Assigner is to post a pledge over such account, to the benefit of the Assignee and in the ultimate interest of the bearers of securities issued under the Securitisation, with substantially the same terms and conditions as the Deed of Pledge. “USD Internal Collection Account” means the bank account held in United States dollars and opened in the name of Natuzzi S.p.A. with Banco di Napoli, Bari branch, located at Via Abate Gimma, No. 101, Bari, IBAN: USD 00620 1610 09351660, or any other account of the Assigner to be used for the depositing of amounts deriving from the USD Foreign Collections Account in accordance with this Agreement, the details of which are to be communicated by the Assigner to the Assignee and to the Portfolio Manager in accordance with the provisions of Article 10 (Payments), notwithstanding that such account must in any case be opened with a bank of the ISP Group, and the Assigner is to post a pledge over such account, to the benefit of the Assignee and in the ultimate interest of the bearers of securities issued under the Securitisation, with substantially the same terms and conditions as the Deed of Pledge. “CAD Internal Collection Account” means the bank account held in Canadian dollars and opened in the name of Natuzzi S.p.A. with Banco di Napoli, Bari branch, located at Via Abate Gimma, No. 101, Bari, IBAN CAD 00620 1610 09351661, or any other account of the Assigner to be used for the depositing of amounts deriving from the CAD Foreign Collections Account in accordance with this Agreement, the details of which are to be communicated by the Assigner to the Assignee and to the Portfolio Manager in accordance with the provisions of Article 10 (Payments), notwithstanding that such account must in any case be opened with a bank of the ISP Group, and the Assigner is to post a pledge over such account, to the benefit of the Assignee and in the ultimate interest of the bearers of securities issued under the Securitisation, with substantially the same terms and conditions as the Deed of Pledge. “GBP Internal Collection Account” means the bank account held in British pounds sterling and opened in the name of Natuzzi S.p.A. with Banco di Napoli, Bari branch, located at Via Abate Gimma, No. 101, Bari, IBAN GBP 00620 1610 09351662, or any other account of the Assigner to be used for the depositing of amounts deriving from the GBP Foreign Collections Account in accordance with this Agreement, the details of which are to be communicated by the Assigner to the Assignee and to the Portfolio Manager in accordance with the provisions of Article 10 (Payments), notwithstanding that such account must in any case be opened with a bank of the ISP Group, and the Assigner is to post a pledge over such account, to the benefit of the Assignee and in the ultimate interest of the bearers of securities issued under the Securitisation, with substantially the same terms and conditions as the Deed of Pledge. “Assignee Account” means the bank account in euro opened/held by the Assignee, as notified in writing by the Assignee (including through the Portfolio Manager) to the Assigner, or any other bank account that may be indicated as a replacement by the Assignee (including through the Portfolio Manager) for depositing, inter alia, Collections and Deemed Collections owed to the Assignee on Assigned Receivables which it purchases. “Natuzzi Account” means one, several or all of the EURO Natuzzi Account, the USD Natuzzi Account, the CAD Natuzzi Account and the GBP Natuzzi Account. “EURO Natuzzi Account” means the bank account in euro opened in the name of Natuzzi S.p.a. at Citibank Milan branch (IBAN: IT72B0356601600000114453021 BIC CITIITMX), into which the Purchase Price for each Receivable Assigned from time to time by the Assigner is to be deposited by the Assignee in accordance with Article 4.2 and held in euro. 19 “USD Natuzzi Account” means the bank account in United States dollars opened in the name of Natuzzi S.p.a. at Citibank New York branch (IBAN: 40751925 BIC CITIUS33), into which the Purchase Price for each Receivable Assigned from time to time by the Assigner is to be deposited by the Assignee in accordance with Article 4.2 and held in United States dollars. “CAD Natuzzi Account” means the bank account in Canadian dollars opened in the name of Natuzzi S.p.a. at Citibank Canadian branch (IBAN: 2017553005 BIC CITICATTBCH), into which the Purchase Price for each Receivable Assigned from time to time by the Assigner is to be deposited by the Assignee in accordance with Article 4.2 and held in Canadian dollars. “GBP Natuzzi Account” means the bank account in British pounds sterling opened in the name of Natuzzi S.p.a. at Citibank London branch (IBAN: GB78CIT118500808022844 BIC CITIGB2L), into which the Purchase Price for each Receivable Assigned from time to time by the Assigner is to be deposited by the Assignee in accordance with Article 4.2 and held in British pounds sterling. “Commercial Agreement” means, with reference to each Receivable, any order, invoice or other contractual framework document or agreement between the Assigner and a Client relating to the marketing and sale of Products. “Assignment Agreement” means each agreement for the transfer from the Assigner to the Assignee of a Portfolio of Eligible Receivables, entered into through the signing of a proposal by the Assigner and its acceptance by the Assignee with payment of the corresponding Purchase Price, as also referred to in Article 1327 of the Italian Civil Code, and as indicated in Attachment 3 (Operating procedure for the sale of Eligible Receivables), or through the express acceptance of the proposal (including through the Portfolio Manager). “Portfolio Management Agreement” means the portfolio management agreement signed between the Assignee and Banca IMI together with this Agreement, under which Banca IMI is appointed as agent, inter alia, for certain activities relating to this Agreement (including the exercise of certain rights on behalf of the Assignee) according to the indications given in this Agreement. “Servicing Agreement” means the servicing agreement signed between the Assignee and the Servicer together with this Agreement, under which the Servicer is appointed as agent, inter alia, for the management, administration and collection of Assigned Receivables. “Sub-Servicing Agreement” means the Sub-Servicing Agreement signed between the Servicer and Natuzzi together with this Agreement, under which the Sub-Servicer is appointed as agent for certain activities referred to in the Servicing Agreement relating in particular to the management, administration and collection of Assigned Receivables (as defined below). “Receivable” means any commercial receivable owned by the Assigner and documented by an invoice (including, for example, any applicable taxes and VAT, as well as any Accessory Amount), which (i) has been invoiced to an Eligible Debtor in relation to Products provided by the Assigner under a commercial agreement and (ii) is identified as such by the Assigner in the New Invoices File attached to an Assignment Agreement proposal. “Assigned Receivable” means any Receivable that has been purchased by the Assignee in accordance with the provisions of this Agreement. “Eligible Receivable” means any Receivable that meets all the Eligibility Criteria. “Disputed Receivable” means any Receivable which: (i) is the subject of an injunction or any legal or enforcement proceedings (including of a summary or protective nature), in any jurisdiction and before any Authority (including arbitration); and/or ii) has been disputed by the relevant Debtor before any Authority or the Assigner in writing, based on reasonably justified grounds, in regard to any aspect and/or in the same forms as the complaints indicated above; and/or iii) is fully or partially subject, inter alia, to any exception by the Debtor that might compromise the existence and/or enforceability of Receivable (including, without limitation, any objection to compensation) and that objection is not resolved within three weeks; or iv) is the subject of any other circumstance considered as a “dispute” within the meaning of the Credit and Collection Policy invoked before any Authority. “Compromised Receivable” means any Assigned Receivable with respect to which the declarations and guarantees issued by the Assigner in accordance with Attachment 6 (Declarations and guarantees), Part B (Declarations and guarantees of the Assigner in relation to Eligible Receivables) of this Agreement are incomplete, inaccurate or incorrect in any substantial aspect with reference to facts and circumstances existing at the time in which such declarations and guarantees are issued in accordance with this Agreement. 20 “Portfolio Criteria” indicates the criteria referred to in Article 2.5. “Eligibility Criteria” means the cumulative criteria set out in Attachment 2 (Eligibility Criteria). “Cut-Off Date” means the First Cut-Off date and, subsequently, the date which lapses on the day immediately prior to an Offer Date, or any other date which may be determined in agreement between the Parties. “Cut-Off Period” means each period which begins with a Cut-Off Date (exclusive) and ends on the next Cut-Off Date (inclusive). “Date of Signing” means, with reference each Transaction Document, the date on which that Transaction Document is signed. “Proposed Eligible Debtor List Modification Date” means the 5th (fifth) Business Day preceding each Cut-Off Date. “Expiry Date” means the date on which the Revolving Period ends, which shall be whichever of the following dates occurs first: (a) (b) (c) the Payment Date which lapses in July 2020 (exclusive); or the Payment Date immediately after the date of delivery of a Notice of Termination/Withdrawal: the Report Date after the Renewal Date on which one of the Parties has submitted a non-renewal notice in accordance with Article 20.2 “Collection Transfer Date” means the Friday of each week; if the Friday is not a Business Day, funds are to be transferred on the Business Day immediately before that day each week, or on a different date agreed between the Parties. “Eligible Debtor List Modification Date” means the Business Day preceding each Cut-Off Date. “Debtor” means, with reference to each Receivable, the Client having signed the Commercial Agreement from which the Receivable derives, or any other third party required to pay all or part of the amount owed with reference to the Receivable in question, as identified in each New Invoices File. “Assigned Debtor” means any Eligible Debtor required to make a payment in relation to an Assigned Receivable. “Eligible Debtor” assumes the meaning given in Article 2.4. “Tax Deduction” assumes the meaning given in Article 10.4. “Deemed Collections” means, in relation to each Assigned Receivable, any non-collection of that Assigned Receivable due to: (i) invalidity and/or unenforceability of the assignment of the Assigned Receivable under this Agreement or the corresponding Assignment Agreement (pursuant to Article 5.1 of Italian Law 52/91, as recalled by Article 4.1 of the Securitisation Law, or any other applicable law), irrespective of whether the Assigned Debtor is notified of the assignment; any amount of a Credit Note issued to an Assigned Debtor which has not been taken into consideration for calculating the Face Value of an Assigned Receivable; any cancellation or reduction in the amount owed in relation to the Assigned Receivable as a result of a modification and/or rectification, including following invoicing errors (for which a Credit Note has not already been issued), transaction relating to a dispute/claim, or compensation, all of which carried out between the Assigned Debtor and the Assigner and accepted and/or authorised by the Assigner (outside the provisions of the Credit and Collections Policy) and which have not been taken into consideration for calculating the Face Value; any other compensation between a deposit or bond (or interest on a deposit or bond) issued by the Assigned Debtor to the Assigner and the amount not paid by that Assigned Debtor, which has not been taken into consideration for calculating the corresponding Face Value, notwithstanding that if such deposit or bond (or the interest accrued thereupon) refers to multiple Receivables owed by the same Assigned Debtor, only some of which have been purchased by the Assignee in accordance with this Agreement, the deposit or bond shall be attributed to Receivables in conformity with Article 1193.2 of the Italian Civil Code; any dispute, exception or any other claim relating to the payment of any Assigned Receivable: (i) in regard to which the Assigned Debtor has obtained a favourable judgement or executive order, or (ii) which is still in process after 150 days from the date on which the dispute, exception, compensation or other claim is brought by the Assigned Debtor, without being defined or amicably composed by the Assigner, unless the dispute or exception is considered unfounded according to the judgement of the Assignee, acting in good faith through the Portfolio Manager. (ii) (iii) (iv) (v) 21 It is understood between the Parties that if a non-collection is attributable to more than one of the above hypotheses, that non- collection shall be considered as a Deemed Collection only once. “6-Month Default Ratio” means, on each Calculation Date, and with reference to the data included in the Manager’s Report received on the Report Date immediately prior to that Calculation Date, the ratio between: (i) the Outstanding Amount of Assigned Receivables expired more than 6 (six) months prior (with the sole exception of incorrect invoices and/or invoices awaiting payment) at that Calculation Date and at the Calculation Dates which lapse during the two months prior to the month in which that Calculation Date falls, as documented by the corresponding Assigner; (ii) the Outstanding Amount of all Assigned Receivables (with the sole exception of incorrect invoices and/or invoices awaiting payment) at that Calculation Date and at the Calculation Dates which lapse during the two months prior to the month in which that Calculation Date falls, as documented by the corresponding Assigner. “Transaction Documents” means this Agreement, each Assignment Agreement, the Servicing Agreement, the Sub-Servicing Agreement, the Deed of Pledge and any other agreement signed over time between the Parties in relation to this Agreement, as well as any other agreement or document signed as part of the Securitisation or relating thereto. “DSO” means, on the Calculation Date of each month, starting from the Calculation Date which falls in September 2015, the number of days, rounded up to the next whole number, equal to the ratio between: (a) (b) the Outstanding Amount (as determined on the Calculation Date) of all Assigned Receivables (including the Face Value of all receivables to be purchased on the next Purchase Date) multiplied by 91.5; and the Face Value of all Eligible Receivables to be purchased on the Purchase Date immediately following that Calculation Date and of all Eligible Receivables purchased on the Purchase Date which coincides with that Calculation Date and on the 2 Purchased Dates immediately preceding that Calculation Date. “DSOd” means, on each Calculation Date which falls immediately after each Report Date, a number equal to the aggregate (rounded up to the next whole number) of: (i) the DSO as calculated on that Calculation Date; and (ii) 8, notwithstanding that the DSOd up to the Calculation Date which falls in the month of September 2015 (exclusive) shall be 98 days. “Debtor List” means the unique list of Eligible Debtors referred to in Attachment 10 (Debtor List), provided jointly by the Assigner to the Assignee and to the Portfolio Manager, as amended from time to time in accordance with Articles 2.1.2, 2.4.3, 2.4.4 and 2.4.5 of this Agreement. “EURIBOR” means: (i) (ii) the European Interbank Offered Rate, that is, the rate for deposits in euro offered for the reference period which appears on page 248 of the Telerate system (or on another page of that system which replaces that page); or Where no listing is published for the reference period, the EURIBOR rate shall be taken as the mathematical average (rounded to the nearest 1/16) of the rates offered by Intesa Sanpaolo S.p.A., Unicredit S.p.A. and HSBC (“Reference Banks”) to the leading credit institutions on the European interbank market for deposits in euro for the period in question at 11:00 AM. If one or two of the three banks does not announce this rate, the report shall be determined based on the rates announced by the other Reference Banks (or by the only one having announced a rate). If none of the Reference Banks announces this rate, the Assigner and the Assignee (including through the Portfolio Manager) shall select one or more other banks that may provide this rate. “Reference EURIBOR” means the EURIBOR to be applied on each Calculation Date in formulating the Individual Purchase Price, according to the following table: DSOd on the corresponding Calculation Date Applicable EURIBOR 0  DSOd<90 ................................ max (3-month EURIBOR; 1-month EURIBOR) 90  DSOd < 120........................... max (3-month EURIBOR; 4-month EURIBOR) 120  DSOd <150.......................... max (4-month EURIBOR; 5-month EURIBOR) 150  DSOd <190.......................... max (5-month EURIBOR; 6-month EURIBOR) 22 For calculating the Individual Purchase Price determined in accordance with Attachment 4 (Calculation of the Purchase Price) to this Agreement, the Reference EURIBOR shall not in any case be less than 0%, as specified in Attachment 4 (Calculation of the Purchase Price). In this respect, the Parties agree and expressly acknowledge that, should the Reference EURIBOR be less than 0%, it shall be considered to be 0%. “Sub-Servicer Revocation Event” means a Significant Event occurring with reference to the Sub-Servicer. “Significant Event” means one of the events indicated in Attachment 8 (Significant Events), Part A (Significant Events in favour of the Assignee) and Part B (Significant Events in favour of the Assigner). “Potential Significant Event” means any event or circumstance relating to one of the events referred to in Attachment 8 (Significant Events), Part A (Significant Events in favour of the Assignee), points 1 (Non-payment), 2 (Non-fulfilment of obligations) or 3 (False declarations) which, upon expiration of the relevant grace period, may trigger a Significant Event. “Face Value” means, in relation to each Receivable, the total amount owed by each Debtor, excluding any Accessory Amount, in relation to the Receivable in question on the relevant Cut-Off Date including any amount (including, for example, VAT and any other Tax applicable by law), without any applicable Tax Deduction, as documented in the relevant Invoice and calculated on each Cut-Off Date immediately preceding a Payment Date. “Invoice” means a communication or document relating to a payment issued or sent by the Assigner to a Debtor specifying, inter alia: (a) (b) (c) (d) the Products supplied; the Face Value payable by each Debtor; the Invoice Due Date; and the details of the Debtor (name and address). “File” means, with reference to each Assigned Receivable: (a) all agreements, correspondence, notes, instruments, books, accounts, records, statements, reports and other information or documents (including, for example, computer programs, recordings or discs) in the possession of the Assigner or delivered or made available by the Assigner to the Sub-Servicer; (b) the Invoice; and (c) the Commercial Agreement and/or other binding documents in its place relating to the Assigned Receivable and to the Debtor. “New Invoices File” means any computer file which identifies all Eligible Receivables to be offered on an Offer Date and which contains for each Eligible Receivable the information indicated in Attachment 11 (New Invoices File Form) or any different and/or additional information that may be agreed upon by the Parties and which is to be delivered by the Assigner to the Assignee and to the Portfolio Manager in accordance with the provisions of this Agreement. “New Invoices File” means any computer file which contains, in relation to the new Eligible Debtors presented by the Assigner to the Assignee, the data and information indicated in Attachment 12 (New Debtor Presentation Form) or any different and/or additional information that may be agreed upon by the Parties and which may be delivered by the Assigner to the Assignee in accordance with the provisions of this Agreement. “Changes in Master Data and Ceiling File” means any computer file which contains, in relation to the Eligible Debtors, the data and information (including the Assignee’s Agreed Ceiling as well as the updated Insurance Ceiling in relation to each Eligible Debtor) indicated in Attachment 13 (Changes in Master Data and Ceiling File Form) or any different and/or additional information that may be agreed upon by the Parties and which is to be delivered by the Assigner to the Assignee in accordance with the provisions of this Agreement. “Authorised Signatory” means, in relation to the Assigner and/or Sub-Servicer on the one hand, and to the Assignee and/or Portfolio Manager on the other, any physical person who is authorised to act in their name and on their behalf and with respect to whom the other Party has received satisfactory proof confirming the relevant authority granted to that person. 23 “First Calculation Date” means 17 July 2015. “First Cut-Off Date” means 23:59 on 10 July 2015. “First Offer Date” means the date on which the Assigner is to offer the First Portfolio for sale to the Assignee, which may not fall after 13 July 2015. “Guarantee” means a pledge or other real guarantee or privilege of any nature or any constraint or other right or claim of any Person with reference to each property having an effect similar to that indicated above. “Business Day” means any day (except Saturday or Sunday) on which banks are open for regular business in Milan, London, Luxembourg and New York and on which the TARGET2 system (Trans-European Automated Real-time Gross Settlement Express Transfer System), used as a single platform since 19 November 2007 (or any successor thereto), is in operation. “Natuzzi Group” means Natuzzi S.p.a. and all subsidiaries of Natuzzi S.p.a. consolidated in the financial statements of Natuzzi S.p.a., as taken from time to time from the company’s last approved consolidated financial statement. “Accessory Amount” means any amount owed, including Late Payment Interest, in relation to an Assigned Receivable as a result of a payment made after the original Invoice Due Date. “Collections” means the amount collected by the Sub-Servicer in relation to each Assigned Receivable, including, for purposes of clarity, insurance payouts (if any), any payment of Late Payment Interest, Deemed Collections and any other payment (including, for purposes of clarity, interest paid as a result of instalments where the extension of payment is provided by law or by the provisions of the related Commercial Agreement and amounts deriving from the enforcement of any guarantee referring to the Assigned Receivable) in any way collected and/or recovered by the Sub-Servicer with respect to that Assigned Receivable. “Debt” means, with respect to each Person on any date, the amount not paid by that date by virtue of obligations, debt securities or similar forms of debt assumed through loans (including but not limited to debt deriving from a documented loan in the form of an overdraft). “Insolvent” means an individual that is subject to insolvency proceedings. “Late Payment Interest” means, in relation to each Assigned Receivable, any late payment interest specified in an Invoice sent to the relevant Assigned Debtor and applied in accordance with the Credit and Collection Policy. “Invoice Due Date” means, in relation to each Assigned Receivable, the date specified in the relevant Invoice as the date on which the Face Value of the Assigned Receivable is due. “Invoice Issue Date” means the date on which an Invoice is issued under the Commercial Agreement. “VAT” means value added tax, applicable in Italy or in any other jurisdiction, as well as any similar tax. “Law 52/91” means Italian Law No. 52 of 21 February 1991. “Bankruptcy Law” means Italian Royal Decree No. 267 of 16 March 1942. “Securitisation Law” means Italian Law No. 130 of 30 April 1999. “Financial Margin” means the EUR Financial Margin, the USD Financial Margin, the CAD Financial Margin or the GBP Financial Margin, as applicable. “Credit Note” means any bonus, credit note, discount, negotiation discount, including after promotions, premium, reimbursement, invoice error or any document or agreement with a similar effect in relation to an Assigned Receivable, which is granted or issued by the Assigner with reference to an Assigned Receivable. “Offer Date” means the First Offer Date and, subsequently, the date which lapses 7 (days) Business Days prior to the Payment Date or any other date agreed upon by the Parties. 24 “Outstanding Amount” means, as of each date: (i) (ii) (iii) (iv) in relation to an Assigned Receivable, the amount (including but not limited to any VAT and Tax, excluding any Accessory Amount) still unpaid as of that date by the Assigned Debtor in relation to that Assigned Receivable; or where applicable, in relation to all Assigned Receivables referring to an Assigned Debtor, the sum of the Outstanding Amounts (as specified in point (i) above) of all Assigned Receivables owed and still unpaid by that Assigned Debtor; where applicable, in relation to all Receivables Assigned by the Assigner, the sum of the Outstanding Amounts (as specified in point (ii) above) of all Receivables Assigned by the Assigner owed and still unpaid by all the respective Assigned Debtors; where applicable, in relation to all Receivables Assigned by the Assigner, the sum of the Outstanding Amounts (as specified in point (ii) above) of all Assigned Receivables owed and still unpaid by all Assigned Debtors. “Payment Date” means, during the Revolving Period, the 28th day of each month, notwithstanding that if the 28th day is a holiday, that Payment Date shall fall on the next Business Day, except in August of each year when such date shall occur on 4 September, notwithstanding that if 4 September is a holiday, the Payment Date shall fall on the next Business Day, or on a different date agreed upon by the Parties, notwithstanding that the first Payment Date shall in any case occur before 31 July 2015. “Person” means an individual, association, entity, company, trust, joint venture, Authority or any other entity of any nature. “Agreed Ceiling” means the maximum amount of Eligible Receivables relating to each Eligible Debtor which the Assignee may purchase from the Assigner, as indicated from time to time in the Debtor List and in the Change in Master Data and Ceiling List. “Insurance Ceiling” means, in relation to each Eligible Debtor, the trust amount granted (as subsequently amended) by the Insurance Company under the Insurance Policy. “Credit and Collection Policy” means the current guidelines, practices and procedures indicated in Attachment 4 (Credit and Collection Policy) to the Sub-Servicing Agreement, which lay down criteria relating to the creation of the Receivable by the Assigner and criteria and procedures related to the invoicing, collection and recovery of Assigned Receivables by the Sub-Servicer, as well as the time frames for the settlement of collections, as amended and/or supplemented from time to time in respect of the provisions of the Sub-Servicing Agreement. “Insurance Policy” means any policy issued by an Insurance Company: (i) (ii) to the Assigner and registered or to be registered (including the existing policy with Euler Hermes) to the benefit of the Assignee or other beneficiary selected by the Assignee; and/or to the Assignee or other beneficiary selected by the Assignee (with the consent of the Assigner), covering the credit risk of one or more Receivables. “Portfolio” means the First Portfolio and/or any Subsequent Portfolio. “Subsequent Portfolio” means any portfolio of Eligible Receivables subsequent to the First Portfolio. “Portfolio Manager” or “Sponsor” means both Intesa Sanpaolo S.p.A. and Banca IMI, in their capacity as agents of the Assignee. “Previous Regulation” means Italian Presidential Decree No. 554 of 21 December 1999, repealed by Article 358.1(c) of Italian Presidential Decree No. 207 of 5 October 2010, effective as of 8 June 2011 in accordance with Article 359.1 of the same Italian Presidential Decree No. 207/2010. “Purchase Price” assumes the meaning given in Attachment 4 to this Agreement. “Individual Purchase Price” means, depending on the Eligible Currency of each Assigned Receivable, the EUR Individual Purchase Price, USD Individual Purchase Price, CAD Individual Purchase Price or GBP Individual Purchase Price, the meanings of which are given in Attachment 4 to this Agreement. 25 “First Portfolio” assumes the meaning given in Article 2.2 (Assignment of First Portfolio). “Bankruptcy Proceedings” means bankruptcy and the bankruptcy proceedings or similar proceedings provided under Italian Law (in particular the Bankruptcy Law or the Consolidated Law on Banking), including, but not limited to, receivership, arrangement with creditors, composition with creditors and extraordinary administration of large enterprises in a state of insolvency. “Products” means the furnishing products sold to Clients by the Assigner as part of its ordinary business activity, in accordance with any applicable regulations. “Purchase Date” means the Calculation Date or other date agreed upon by the Parties, taking into account that the first Purchase Date coincides with the first Payment Date. “Manager Report” or “Sub-Servicer Report” means the statement to be submitted on each Report Date by the Sub-Servicer to the Servicer, to the Portfolio Manager and to the Assignee in accordance with the Sub-Servicing Agreement. “Renewal Date” means the Payment Date which falls in the months of April and October, with the first Renewal Date falling on 28 April 2016, or another date agreed upon by the Parties. “Report Date” means the Offer Date or another date agreed upon by the Parties (including through the Portfolio Manager where it concerns the Assignee), taking into account that the first Report Date shall be 13 July 2015. “Revolving Period” means the period which starts on the Date of Signing of the Agreement (inclusive) and ends on the Expiry Date (exclusive). “Servicer” means Zenith, in its capacity as agent in accordance with the Servicing Agreement. “Sub-Servicer” means Natuzzi S.p.a., in its capacity as agent in accordance with the Sub-Servicing Agreement. “Alternate Sub-Servicer” means any entity which, following the revocation of the Sub-Servicer’s appointment under the Sub- Servicing Agreement, is appointed by the Servicer and/or by the Assignee (including through the Portfolio Manager) to replace the Sub-Servicer under the aforementioned Sub-Servicing Agreement. “Subsidiary” means a subsidiary within the meaning of Article 2359 of the Italian Civil Code. “Designated Company” means: (i) (ii) (iii) (iv) a company which, prior to the Date of Signing, has acted as agent of the Assigner with reference to the management, administration, collection and/or recovery of Receivables and/or Commercial Agreements in substantial conformity with the Credit and Collection Policy; or any company selected by the Sub-Servicer with the prior written approval of the Assignee (including through Portfolio Manager) which possesses the necessary financial instruments and the capacity to provide a management service equivalent to that carried out by the Sub-Servicer under the Sub-Servicing Agreement; or any leading legal office designated by the Sub-Servicer with experience in the management, collection, recovery and administration of commercial receivables and the related/accessory legal activities; or any company designated by the Sub-Servicer to which Collections are paid or through which they are transferred. “Taxes” means all present and future taxes, fees or charges of any nature or in any way applied, including (without limitation) VAT or any similar tax, and any tax liability on sales, business, occupancy, exercise, personal property, movable property, gross income, fuel, leasing, work activity, turnover, profits, gross income, franchises, registrations, licenses, companies, investment income, imports/exports, income or other encumbrances, or any other tax, withholding, stamp duty or other tax of any kind (or any other amount corresponding to each of the above terms) now or hereafter imposed, levied, payable or requested by any national or regional tax authority or agency, in addition to any added penalty, tax, fine or interest; taxes and taxation are to be interpreted accordingly. “Consolidated Law on Banking” means Legislative Decree No. 385 of 1 September 1993. “Eligible Currency” means euro, United States dollars, British pounds sterling or Canadian dollars. 26 INTERPRETATION In this Agreement: 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. the titles are used solely for purposes of convenience and may not limit the interpretation or structuring of this Agreement; unless otherwise specified, references to “Articles” means the articles of this Agreement; unless otherwise provided, depending on the context, any reference to the singular also includes the plural and vice versa; any reference to “records and documents” is to be interpreted as if it includes a reference to records and documents existing in electronic format on electronic databases or other electronic media; words in Italian assume the meaning they are assigned under the Italian laws and regulations and based on the Italian language, and that meaning shall prevail over any translation into English; “month” means a period of time starting on a given day of a month and ending on the corresponding day of the following month, except where (i) the corresponding day is not a Business Day, in which case such period shall end on the following Business Day of that month (if a following day exists) or (if no following day exists) on the preceding Business Day; and (ii) if there is no corresponding day in the month in which the period is supposed to conclude, the period shall conclude on the last Business Day of the month after that in which the period started; in reference to a given document or an agreement, each is to be understood as the latest version as supplemented or amended over time; where applicable based on the context, the term “this Agreement” shall be interpreted so as to include each and every Assignment Agreement entered into in accordance with Article 2 (Assignment of Receivables); in reference to each law, legislative decree, regulation or other regulatory provision, these shall be interpreted so as to include any supplement, amendment, variation or replacement made over time to that law, legislative decree, regulation or other regulatory provision; any reference to a time shall be interpreted as referring to Italian time; unless otherwise specified, any reference to payments, charges and/or expenses shall be understood as also relating to any applicable VAT, notwithstanding that such payments, charges and/or expenses shall be indicated after the application of such tax. ATTACHMENT 2 - ELIGIBILITY CRITERIA Each Receivable offered for sale by the Assigner to the Assignee shall meet all the Eligibility Criteria provided below, on each Offer Date or on a Cash Transfer Date when the Assigner formulates an offer. (i) (ii) (iii) (iv) (v) (vi) Ordinary business performance: the Receivable in question derives solely and entirely from the performance of the business currently run by the Assigner. The Assigner is the original creditor of the Receivables in question, which was therefore not purchased or otherwise received from a third party (except in the case of succession in the totality of the Receivables as a result of a merger or sale of the business unit of which the Assigner was a part); Validity: the Receivable in question gives rise to legitimate, valid and effective obligations that are binding on the respective Debtor, including, but not limited to, the fact that the payment of the amounts due and the same obligations are due in accordance with their respective terms, subject to the application of laws and regulations in the event of bankruptcy or other procedure which involves the precondition or consequence that the respective Debtor is Insolvent; Credit and Collection Policy: the Receivables were originated, invoiced, administered and managed by the Assigner in accordance with the Credit and Collection Policy; Transferability: the Assigner is not currently party to any factoring or servicing agreement or other analogous or similar agreements with any other party in relation to: the Receivable; or (a) (b) other Receivables that are due from the respective Eligible Debtors except for those Receivables assigned to factoring companies on the first Cut-Off Date; No litigation: the Receivable in question has not been qualified as a Receivable under Litigation; Identification: the Receivable in question can be identified and located at any time by the Assigner to determine its respective ownership and can be located and identified at each Cut-Off Date; 27 (vii) (viii) (ix) (x) (xi) (xii) (xiii) (xiv) (xv) (xvi) (xvii) No payment in kind: the Receivable in question has not been the subject of any payments in kind and, in particular, has not been in full or partially settled through the delivery of goods to the Assigner or the provision of services in favour of the Assigner; Beneficiary: the Receivable is integrally and directly payable to the Assigner, in its name and on its own behalf; No current account: the Receivable is not the subject or subject to any current account relationship between the Assigner and the Debtor; No interest: the Receivable in question is a trade receivable that does not produce any interest (except for Arrears Interest); Withholding Tax: the payments due by the Debtor in relation to the Receivable in question are not subject to any withholding tax (either in Italy or abroad); VAT: the amount of the Receivable indicated in the corresponding Invoice includes any relevant payable VAT; Debtors: in relation to each Receivable the corresponding Debtor is defined as an Eligible Debtor; Not Insolvent: as far as the Assigner is aware, taking into account all the information available to it, the relevant Debtor is not Insolvent; No control and employment: the Debtor is not, directly or indirectly, controlled by the Assigner or any other party that belongs to the Assigner’s group and is not an employee of the same Assigner; No immunity: as far as the Assigner is aware, taking into account all the information actually available to it and all publicly available information, the Debtor is not subject to any judicial immunity; Presentation File of New Debtors and List of Debtors, Registered Details and Ceiling Change File and New Invoice File: the Debtor with respect to any Receivable can be clearly identified in the Presentation File of New Debtors and List of Debtors, in the relevant Registered Details and Ceiling Change File sent by the Assigner under this Agreement in relation to a Proposal Date for Changing the List of Eligible Debtors and in the related New Invoice File sent by the Assigner under this Agreement in relation to each Offer Date; (xviii) Eligible Currency: the Receivable in question is in Euro or US Dollars or British Pounds or Canadian Dollars; No future credit: the Receivable is a receivable that came into existence due to, and was invoiced to the Debtor; (xix) (xx) Total Assignment: each Receivable assigned under this Agreement constitutes the total amount of the Receivable which, on the relevant Offer Date, may be sold under the terms of the Commercial Agreement which the Receivable derives from; Non-expiry: no Receivable has expired; (xxi) (xxii) No previous payment: no Receivable refers to an Invoice whose amount has been partially paid by the relevant Debtor; (xxiii) Payment Term: the payment term for the Invoice relating to each Receivable is not greater than 180 days from the last day in the month in which the Invoice was issued and in any case it is not above the payment terms stipulated in the Insurance Policy ATTACHMENT 3 - OPERATING PROCEDURE FOR THE SALE OF ELIGIBLE RECEIVABLES 1. 2. On each Offer Date, as well as on each Cash Transfer Date when the Assigner formulates an offer, the Assigner must send the Assignee and the Portfolio Manager (by e-mail or any other means from time to time agreed by the Parties - also via the Portfolio Manager vis-à-vis the Assignee) a proposed Assignment Agreement, substantially in the format indicated in Attachment “A” to this Attachment, duly signed by one or more of the Assigner’s Authorised Signatories, which highlights the Assigner’s proposal to sell and transfer to the Assignee all the Receivables within the Portfolio offered for sale. Together with the proposed Assignment Agreement, Natuzzi shall send the Assignee and the Portfolio Manager the New Invoice File relating thereto prepared by Natuzzi (it must be sent by electronic means (using the computer security procedures agreed with the Assignee, also via the Portfolio Manager) or in hard copy or, limited to the assignment of the First Portfolio, by delivery/dispatch of an IT device). 28 3. Following the receipt of the proposed Assignment Agreement referred to in paragraph 1 above and if the conditions specified in Article 5 (Conditions precedent) have been fulfilled, the Assignee (also via the Portfolio Manager) shall accept this proposed Assignment Agreement on the Purchase Date immediately subsequent to the receipt of such offer or, as appropriate, on the Cash Transfer Date (for the Eligible Receivables offered under Article 2.3.4, resulting in the purchase of the relevant Portfolio offered for sale according to one of the two following procedures: I. (a) (b) (c) II. (a) (b) Acceptance procedure by sending a signed acceptance of the proposal: provide Natuzzi with confirmation, by the end of the following Business Day (by email or any other means from time to time agreed by the Parties), of its acceptance to purchase the Receivables included in the Portfolio offered for sale, returning its acceptance of the proposed Assignment Agreement to the Assigner substantially in the format provided in Attachment “B” to this Attachment, duly signed by one or more of the Assignee’s Authorised Signatories (also via the Portfolio Manager), on the understanding that each Assignment Agreement shall be deemed concluded only when the Assignee has returned its acceptance of the Assigner’s proposal, duly signed with reference to all the Receivables offered to it; and notify Natuzzi (in the related acceptance of the proposed Assignment Agreement) of the Purchase Price for the Assigned Receivables purchased by it as determined pursuant to Attachment 4 (Calculation of Purchase Price) in this Agreement; following the receipt of each acceptance of a proposed Assignment Agreement, the related Assignment Agreement shall be deemed concluded. Without prejudice to the effectiveness of the assignment of the Assigned Receivables, it is understood that the Assignor may, no later than the relevant Payment Date, request in writing clarification regarding the Assignee’s calculation of the Purchase Price (also via the Portfolio Manager) and notified in accordance with paragraph 3 (b) above, on the understanding that such request may solely concern any calculation errors and/or the failure to enforce any provisions from this Agreement concerning the calculation of the Purchase Price. In this case, the Assignee (also via the Portfolio Manager) and Natuzzi must agree on the correct calculation of the Purchase Price on the basis of the correct application of the formula in Attachment 4 (Calculation of the Purchase Price); Acceptance procedure through payment of the Purchase Price: as an alternative to the acceptance procedure indicated in point (i), the Assignee may accept each proposed Assignment Agreement and the consequent purchase of the relevant Portfolio offered for sale by making direct payment of the Purchase Price specified for that Portfolio in accordance with Article 4 of the Assignment Agreement; following the receipt of each Purchase Price, the relevant Assignment Agreement shall be deemed concluded. Without prejudice to the effectiveness of the assignment of the Assigned Receivables, it is understood that the Assigner may, no later than the relevant Payment Date immediately subsequent to that on which the relevant Purchase Price was paid by the Assignee, request in writing clarification regarding the Assignee’s calculation of the Purchase Price, on the understanding that such request may solely concern any calculation errors and/or the failure to enforce any provisions from this Agreement concerning the calculation of the Purchase Price. In this case the Assignee (also via the Portfolio Manager) and Natuzzi must agree on the correct calculation of the Purchase Price on the basis of the correct application of the formula in Attachment 4 (Calculation of the Purchase Price). 4. Following the receipt of each acceptance of a proposed Assignment Agreement, or receipt of each Purchase Price according to the above procedures, the Assigner must, in all those cases where the Assignee is entitled to notify the Eligible Debtors of the assignment, deliver as soon as possible (also via the Portfolio Manager) to the Assignee (or to any other person appointed by it, including the Portfolio Manager) all the documents in its possession or in the possession, on its behalf, of its representatives, agents or proxies, relating to the Assigned Receivables transferred to the Assignee on the relevant Purchase Date, in compliance with the provisions contained in Article 1262 of the Italian Civil Code and, nevertheless, without this delivery compromising the activity of the Assigner as Sub-Servicer. 29 Attachment “A” to ATTACHMENT 3 Pro-forma proposed Assignment Agreement [ON ASSIGNER LETTERHEAD] To: Muttley S.r.l. Via Alessandro Pestalozza, No. 12-14 20131 Milan Email: societario@zenithservice.it Fax: 39 02 77880599 For the attention of [*]. Copy to: Intesa Sanpaolo S.p.A. Banca IMI S.p.A. both c/o Banca IMI S.p.A. Largo Mattioli, 3 20121 Milan Italy For the attention of: Credit Solutions Group - Securitisation [Place], [date] Re: Proposed Assignment Agreement No. [*][TO BE COMPLETED] To whom it may concern, with reference to the Framework Agreement for the Assignment of Receivables dated 9 July 2015 (the “Agreement”) between Natuzzi SpA (the “Assigner”) e Muttley Srl (the “Assignee”). The terms with initial capital letters used in this proposed Assignment Agreement have the meanings ascribed to them in the Agreement. The Assigner hereby proposes to sell and dispose of, not as a block, with no guarantee of the solvency of the related Debtors (but without prejudice to the rights and remedies in favour of the Assignee in the event of any untruthful representation or warranty or breach of commitments made by the Assigner under the Agreement) pursuant to Article 4 (1) of the Securitisation Law, [FOR THE ASSIGNMENT OF THE FIRST PORTFOLIO: with legal effect on the first Payment Date] [FOR THE ASSIGNMENT OF THE SUBSEQUENT PORTFOLIOS: with legal effects deferred to [*] [IMMEDIATELY SUBSEQUENT PURCHASE DATE]] and economic effects backdated to [*] [THE PREVIOUS CUT-OFF DATE] [FOR THE ASSIGNMENT THAT OCCURS ON A CASH TRANSFER DATE: with legal and economic effects from the Cash Transfer Date corresponding to day/month/year], an amount equal to 100% of the Face Value of the Eligible Receivables listed in the New Invoice File [sent via email on today’s date], amounting to Euro [*]. As per the Agreement, the Purchase Price of these Eligible Receivables will be determined in accordance with Attachment 4 of the Agreement (Calculation of Purchase Price) and, as such, will be notified by the Assignee (also via the Portfolio Manager) in its letter accepting this proposal, which shall be sent by the Assignee to the Assigner by [*] [FOR THE ASSIGNMENT OF THE FIRST PORTFOLIO: FIRST PAYMENT DATE] [FOR THE ASSIGNMENT OF SUBSEQUENT PORTFOLIOS: IMMEDIATELY SUBSEQUENT PURCHASE DATE] [FOR AN ASSIGNMENT THAT OCCURS ON A CASH TRANSFER DATE, INDICATE THAT DATE] The Assignee should determine the Purchase Price according to the calculation procedures pursuant to Attachment 4 of the Agreement (Calculation of Purchase Price). As an alternative to the above, this proposal may be accepted by the Assignee by paying the Purchase Price to the Assigner that may also be performed through offsetting according to the provisions in the Agreement. 30 Representations, Warranties and Commitments We represent and warrant that, in accordance with the specifications in the Agreement, on the date of this proposed Assignment Agreement (and on the corresponding Purchase Date): (a) (b) (c) each representation and warranty contained in Attachment 6 (Representations and warranties) - Part A (General representations and warranties) and Part B (Representations and Warranties of the Assigner in relation to the Eligible Receivables) - of the Agreement is correct, complete and exact, according to the terms and the conditions specified therein; each commitment in Attachment 7 of the Agreement (Commitments of the Assigner) has been fulfilled with regard to the fulfilments related to that date; and all the conditions precedent for the transfer have been satisfied, including those in Attachment 5 (Conditions precedent), Part B (Conditions precedent prior to each Purchase Date and Payment Date) of the Agreement, without prejudice to the Assignee’s right to directly verify compliance with these conditions. Yours faithfully, NATUZZI S.p.A. Special Legal Representative Dr. Vittorio Notarpietro Attachment: Related New Invoice File sent via email on today’s date Attachment “B” in ATTACHMENT 3 Pro-forma acceptance of the proposed Assignment Agreement [ON THE ASSIGNEE’S HEADED NOTEPAPER] Natuzzi S.p.A. Viale lazzitiello, 47 70029 Santeramo in Colle (BA) Fax: +39 [*] Email: [*] For the attention of [*]. [Place], [date] Re: Acceptance of the proposed Assignment Agreement No. [*][TO BE COMPLETED] To whom it may concern, With regard to your proposed Assignment Agreement No. [*] [TO BE COMPLETED] that we received on [*] [TO BE COMPLETED], a copy of which is attached hereto (the “Proposal”), we hereby send our acceptance (the “Acceptance”). The terms with initial capital letters used in this Acceptance have the meanings ascribed to them in the Framework Agreement for the Assignment of Receivables dated 9 July 2015 to which you refer (the “Agreement”) and in the Proposal. 31 We hereby confirm our acceptance of the aforesaid Proposal, and therefore our intention to buy all the Receivables as identified in the attached New Invoice File relating to the Proposal, for a Purchase Price which, on the basis of the calculations we have made in accordance with Attachment 4 of the Agreement (Calculation of Purchase Price), amounts to Euro [*]. Yours faithfully, Muttley S.r.l. [also via Banca IMI SpA and/or Intesa Sanpaolo Spa] ATTACHMENT 4 - CALCULATION OF THE PURCHASE PRICE “Euro Individual Purchase Price” or “Euro PPi” indicates the amount payable by the Assignee for each Assigned Receivable in Euro included in a Portfolio, being the purchase price for such Receivable that must be calculated on each Calculation Date immediately prior to the relevant Payment Date, according to the following formula: Euro PPi - FVi × [1 – Cci - FDi - CF/VN - 0.03%] Where: FVi indicates the Face Value of the Receivable CCi indicates the Commission as defined on the Calculation Date (expressed in percentage terms) CF indicates for the First Portfolio an amount equal to Euro 120,000.00 to cover the Assignee’s annual management costs and Euro 10,000.00 for the subsequent Portfolios on the understanding that, if there are insufficient Receivables in Euro to charge these fixed costs, these costs will be spread over the First Portfolios and Subsequent Portfolios in other currencies VN indicates the Nominal Value of the Receivables in Euro on this Offer Date. Financial Discount Rate or FDi indicates at each Calculation Date: FDi = [(DSOd/360) × (E + MF)] Where: DSOd indicates the DSOd on this Calculation Date E indicates the Euribor Benchmark which cannot in any case be less than 0%. In this regard, the Parties agree and mutually acknowledge that, if the EURIBOR Benchmark is lower than 0%, it will be deemed equal to 0%. MF indicates the Euro Financial Margin “ Euro Financial Margin” means 2.10% or any different percentage notified by the Assignee (also via the Portfolio Manager) to the Assigner on each Renewal Date. “Euro Purchase Price” or “Euro RPP” means, on each Calculation Date and in relation to each Portfolio of Receivables in Euro offered by the Assigner on the Offer Date immediately prior to such Calculation Date, the total amount due to the Assigner in respect of the purchase price of the Portfolio equal to the sum of the Euro Individual Purchase Prices of all the Receivables included in this Portfolio. “USD Individual Purchase Price” or “USD PPi” indicates the amount payable by the Assignee for each Receivable in USD included in a Portfolio, being the purchase price for such Receivable that must be calculated on each Calculation Date immediately prior to the relevant Payment Date, according to the following formula: 32 USD PPi- FVi × [1- CCi - FDi - 0.03%] Where: FVi indicates the Face Value of the Receivable CCi indicates the Commission as defined on the Calculation Date (expressed in percentage terms) Financial Discount Rate or FDi indicates at each Calculation Date: FDi - [(DSC)d/360) × (L + MF)] Where: DSOd indicates the DSOd on this Calculation Date L indicates the Libor USD Benchmark which cannot in any case be less than 0%. In this regard, the Parties agree and mutually acknowledge that, if the EURIBOR Benchmark is lower than 0%, it will be deemed equal to 0%. MF indicates the USD Financial Margin VN indicates the Nominal Value of the Receivables in US Dollars on this Offer Date. “ USD Financial Margin” means 2.80% or any different percentage notified by the Assignee (also via the Portfolio Manager) to the Assigner on each Renewal Date. “USD Purchase Price” or “USD RPP” means, on each Calculation Date and in relation to each Portfolio of Receivables in USD offered by the Assigner on the Offer Date immediately prior to such Calculation Date, the total amount due to the Assigner in respect of the purchase price of the Portfolio equal to the sum of USD Individual Purchase Price of all the Receivables included in this Portfolio. “CAD Individual Purchase Price” or “CAD PPi” indicates the amount payable by the Assignee for each Receivable in CAD included in a Portfolio, being the purchase price for such Receivable that must be calculated on each Calculation Date immediately prior to the relevant Payment Date, according to the following formula: CAD PPi= FVi × [1- CCi - FDi - 0.03%] Where: FVi indicates the Face Value of the Receivable CCi indicates the Commission as defined on the Calculation Date (expressed in percentage terms) Financial Discount Rate or FDi indicates at each Calculation Date: FDi = [(DSOd/360) × (L + MF)] Where: DSOd indicates the DSOd on this Calculation Date L indicates the Libor CAD Benchmark which cannot in any case be less than 0%. In this regard, the Parties agree and mutually acknowledge that, if the EURIBOR Benchmark is lower than 0%, it will be deemed equal to 0%. MF indicates the CAD Financial Margin VN indicates the Nominal Value of the Receivables in CA Dollars on this Offer Date. “ CAD Financial Margin” means 2.60% or any different percentage notified by the Assignee (also via the Portfolio Manager) to the Assigner on each Renewal Date. 33 “CAD Purchase Price” or “CAD RPP” means, on each Calculation Date and in relation to each Portfolio of Receivables in CAD offered by the Assigner on the Offer Date immediately prior to such Calculation Date, the total amount due to the Assigner in respect of the purchase price of the Portfolio equal to the sum of the CAD Individual Purchase Prices of all the Receivables included in this Portfolio. “GBP Individual Purchase Price” or “GBP PPi” indicates the amount payable by the Assignee for each Receivable in GBP included in a Portfolio, being the purchase price for such Receivable that must be calculated on each Calculation Date immediately prior to the relevant Payment Date, according to the following formula: GBP PPi = Fvi × [1 - CCi - FDi - 0.03%] Where: FVi indicates the Face Value of the Receivable CCi indicates the Commission as defined on the Calculation Date (expressed in percentage terms) Financial Discount Rate or FDi indicates at each Calculation Date: FDi = [(DSOd/360) × (L + MF)] Where: DSOd indicates the DSOd on this Calculation Date L indicates the Libor CAD Benchmark which cannot in any case be less than 0%. In this regard, the Parties agree and mutually acknowledge that, if the EURIBOR Benchmark is lower than 0%, it will be deemed equal to 0%. MF indicates the CAD Financial Margin VN indicates the Nominal Value of the Receivables in CA Dollars on this Offer Date. “ GBP Financial Margin” means 2.60% or any different percentage notified by the Assignee (also via the Portfolio Manager) to the Assigner on each Renewal Date. “GBP Purchase Price” or “GBP RPP” means, on each Calculation Date and in relation to each Portfolio of Receivables in GBP offered by the Assigner on the Offer Date immediately prior to such Calculation Date, the total amount due to the Assigner in respect of the purchase price of the Portfolio equal to the sum of GBP Individual Purchase Price of all the Receivables included in this Portfolio. ATTACHMENT 5 CONDITIONS PRECEDENT Part A Conditions precedent prior to the First Calculation Date The Assignee and the Portfolio Manager must have received all the following documents in a form and substance that is reasonably satisfactory to the Assignee. 1. On the Signature Date: (a) (b) copy of the latest version of the Assigner’s documents of incorporation (articles and memorandum of association) certified by a duly authorised representative of the Assigner confirming that the documents are certified copies and updated compared to the originals; copy of the special power of attorney (if required pursuant to the resolution referred to in paragraph (d) below) issued by the Assigner for the signing of this Agreement and the other Transaction Documents no earlier than the 5th Business Day prior to the Signature Date of the Contract; 34 (c) (d) (e) (f) (g) copy of the latest available audited financial statements of the Assigner, including the management report approved by the Assigner’s Board of Directors and Board of Statutory Auditors; copy of the resolutions or decisions taken by the Assigner’s competent body (shareholders’ meeting, board of directors, sole director or other) authorising the signing and execution of this Agreement and the other Transaction Documents, certified by a duly authorised representative of the Assigner pursuant to the articles of association, with a statement confirming that these certified resolutions have not been modified, amended, revoked or cancelled; copy of the Sub-Servicing Agreement duly signed by the Authorised Signatories); copy of the Deed of Pledge duly signed by the authorised representatives of the related parties (and, in the case of the Assigner and the Assignee, by their respective Authorised Signatories); a legal opinion issued by Hogan Lovells Law Firm, the Assigner’s independent legal advisers, addressed to the Assignee with a copy also sent to the Assigner, concerning the valid constitution, authorisations and powers of the Assigner in connection with this Agreement and the other Transaction Documents to which the Assigner is a party. 2. Prior to or on the same date as the First Calculation Date: (a) (b) (c) (d) 1. 2. 3. 4. 5. 6. 7. a Chamber of Commerce certificate of registration of the Assigner issued no earlier than 15 days prior to the First Calculation Date, highlighting the absence of any insolvency proceedings against the Assigner; a Certificate of Solvency regarding the Assigner in the form specified in Attachment 9 of this Agreement (Pro forma solvency certificate), signed no earlier than 5 days prior to the First Calculation Date; a legal opinion on the validity and compliance with the Italian law of the Transaction Documents, issued by the PLC Law Firm, acting as the Assignee’s legal advisers, and addressed to the Assignee and the Assigner; tax advice issued to the Assignee by PLC law firm, acting as the Assignee’s tax advisers, and addressed to the Assignee and the Assigner. Conditions precedent prior to each Purchase Date, Payment Date and Cash Transfer Date Part B The Assigner shall not be in default up to such dates for the payment of any amount due from it according to the terms within this Agreement. The Assigner must have fulfilled all its significant commitments and substantially satisfied all its significant obligations in the interest of the Assignee arising from this Agreement, to be fulfilled and satisfied by the relevant Purchase Date, Payment Date and Cash Transfer Date under this Agreement. No Revocation Event of the Sub-Servicer must have occurred prior to or at the same time as such dates. The Assignee and Portfolio Manager must have received all confirmations, representations, warranties, certificates and other information or documents provided by the Assigner and/or the Sub-Servicer according to the specific provisions in this Agreement or in the Sub-Servicing Agreement, including a Chamber of Commerce certificate, limited to the Offer Date in March, June, September and December of each year, on a date no earlier than 15 days prior to such Offer Date, stating that the Assigner is not subject to any bankruptcy proceedings There must not be any request filed and pending before the competent court, for a declaration of insolvency against the Assigner or, if such a request has been filed and is pending, the competent court must not have expressed its opinion yet. No Significant Event or Potential Significant Event must have occurred and still be in progress. All information and the Sub-Servicer Report that, pursuant to the Agreement or the Sub-Servicing Agreement, should be sent by the Assigner (as Sub-Servicer) to the Assignee, Servicer and Portfolio Manager on the Report Date immediately prior to the relevant Calculation Date must have been promptly sent by the Assigner (in all its capacities and functions) and received by the Assignee and the Portfolio Manager prior to or at the same time as such dates. 35 8. 9. 10. The proposed Assignment Agreement must have been sent by the Assigner and received by the Assignee and the Portfolio Manager prior to or at the same time as the relevant Calculation Date. All representations and warranties provided for in Attachment 6 (Representations and Warranties) must be correct, accurate and complete in all material respects. the Assignee and Portfolio Manager must have received a Certificate of Solvency regarding the Assigner in the form specified in Attachment 9 of this Agreement (Pro forma Solvency Certificate), signed no earlier than 5 days prior to the relevant Calculation Date. ATTACHMENT 6 - REPRESENTATIONS AND WARRANTIES Part A General representations and warranties The Assigner represents and warrants to the Assignee that: 1. 2. 3. 4. 5. 6. 7. 8. Status: it is a duly incorporated company, that is validly existing and solvent according to Italian laws; Powers and authorisations: it has full corporate powers and the ability to sign and fulfil its obligations assumed under this Agreement and the other Transaction Documents which it is a party to; Legal validity: its obligations arising from this Agreement and from the assignment of the Receivables thereunder constitute or, once the said assignments have been completed, shall constitute legal and valid obligations, that are binding on it in accordance with the respective terms; Obligations pari passu: its own payment commitments pursuant to this Agreement are and will be obligations that must be and will be fulfilled with the same priority (pari passu) as its own present and future obligations and responsibilities, that are non-guaranteed and conditional or otherwise, except for non-guaranteed obligations that are privileged under the law; Absence of breaches: the signing and execution of this Agreement, of the other Transaction Documents which it is a party to and all the other papers and documents that need to be signed pursuant to this Agreement and the Transaction Documents, at the time of the stipulation of this Agreement or, as applicable, at the time when the representations and warranties set out in this Attachment have to be repeated in accordance with Article 6 (Representations and warranties), in its capacity as Assigner, does not nor will not entail a breach, does not nor will not constitute a non-fulfilment and is not and will not be in conflict with or contrary to, or exceed the limitations of the powers of the directors set by: (a) (b) (c) (d) (e) the company’s constitutional documents; any law, rule or regulation applicable to it in its capacity as the Assigner; any contract, warranty, bond issue or any other financial arrangement which it is a party to or to which its goods, earnings or assets are subject; any order, warrant, judgement, decision, order or decree that is binding on it or on its assets; or any Commercial Agreement; Permissions: it has obtained and maintained the full validity of all authorisations, approvals, permits, agreements, licences, exemptions and registrations and has made all deposits or obtained all the documents that may be necessary in order to sign this Agreement and to execute the same and all its obligations under this Agreement and, to the best of its knowledge, at the time of stipulating this Agreement or, as applicable, at the time when the representations and warranties set out in this Attachment have to be repeated pursuant to Article 6 (Representations and Warranties), there are no circumstances whatsoever that may lead to the expiration, revocation, annulment or non-renewal of the aforesaid authorisations, approvals, permits, agreements, licences, exemptions and registrations; Legal compliance: its own business activities are carried out in compliance with all laws, regulations, acts and/or measures of the competent regulatory authorities that are applicable and/or relevant for the Assigner; Levies and taxes: all the mandatory tax returns have been filed by the same or on its behalf with the relevant tax authorities and it is not substantially in default with the payment of Taxes (unless notified in good faith and on reasonable grounds), and no substantially significant assessment has been undertaken with respect to Taxes (except for any that may have been notified in good faith and on reasonable grounds), that was not highlighted in the last financial statement and for which adequate reserves have been reserved in accordance with the applicable accounting standards; 36 9. 10. 11. 12. 13. 14. 15. Absence of litigation: there is no litigation, arbitration, administrative proceedings or legal actions before any jurisdiction, court, administration or Authority, currently in progress or pending on the fifth Business Day prior to the relevant Cut-Off Date and such that, if the outcome were unfavourable, it might seriously impair its ability to fulfil its obligations under this Agreement or may impair the transferability of the Eligible Receivables or the ability for them to be collected; Financial statements: its annual audited accounts for the last financial year (as required by all applicable laws and regulations) that are available on the Signature Date of this Agreement were prepared in accordance with the applicable accounting standards and give a true, complete and fair view of its results, activities and financial position on the relevant reference date; Solvency: it is not Insolvent and, as far as it is aware, there is no fact that could make it Insolvent and it will not be declared insolvent as a result of signing this Agreement or executing the obligations contained therein; Absence of Significant Events: no Significant Event or Potential Significant Event in favour of the Assignee indicated in Attachment 8 (Significant Events), Part A (Significant Events in favour of the Assignee), has occurred and has not been remedied (with reference to any events attributable to the Assigner) and, with reference to any events not attributable to the Assigner, has occurred and has not been remedied of which the Assigner is aware; Economic and financial interests: the transactions provided for in this Agreement are in its economic and financial interests and their execution is not likely in itself to adversely affect its financial condition (without prejudice to any and all possible financial effects related to the way in which the assignments and other transactions carried out under this Agreement or the other Transaction Documents are represented in the Assigner’s accounts); Data protection: unless otherwise notified in writing to the Assignee and the Portfolio Manager, the provision of information about each Debtor with respect to the Eligible Receivables for the purposes of the proposed Assignment Agreement or the assignment of each Eligible Receivables, as specified and for the purposes indicated in this Agreement, is not contrary to the applicable law on the protection of personal data or to any Commercial Agreement; Information and historical data: the information and historical data provided by the Assigner to the Assignee and the Portfolio Manager in relation to the preparation of this Agreement, in relation to the Receivables to be assigned under this Agreement and to the transaction being considered here, including, for the sake of an example, the information and historical data provided during the due diligence conducted by the Assignee and the Portfolio Manager, is true, complete and correct in all their relevant aspects. Representations and Warranties of the Assigner with respect to the Eligible Receivables Part B 2. 3. 4. 5. 6. The Assigner shall provide the Assignee, on each Offer Date and each Purchase Date, and (in relation to the assignment regulated by Article 2.3.4) on each Cash Transfer Date, with the following representations and warranties with respect to the Eligible Receivables offered for assignment on such Offer Date and, as appropriate, on such Cash Transfer Date: 1. Compliance with the Eligibility Criteria: each Eligible Receivable complies with all the Eligibility Criteria; Compliance with the Criteria of the Portfolio: each Portfolio of Eligible Receivables complies with all the Criteria of the Portfolio; Disputes: no Eligible Receivable is the subject of a written dispute by the relevant Debtor which is likely to undermine the recovery of such Eligible Receivable; Event related to the Debtor: as far as the Assigner is aware, in respect of each Eligible Receivable, no event has occurred that may have a negative impact on its relevant Debtor such as to undermine the possible recovery of such Eligible Receivable, also pursuant to the Credit and Collection Policy; Ownership of the Eligible Receivables: the Assigner is and always has been the owner of each Eligible Receivables, possessing the full, exclusive and unlimited legal entitlement of the same and is entitled to sell them and is selling each Eligible Receivables to the Assignee free from any Warranty or any other rights or Receivables over them held by third parties, except only for any Eligible Receivables subject to previous assignment and/or factoring obligations to third parties for which the Assigner undertakes not to make any further assignments. Eligible Receivables and Commercial Agreements: the Products, in relation to which each Eligible Receivables has come about, were marketed in favour of the other party of the Commercial Agreement prior to or on the same date as the relevant Invoice Issue Date (subject to the Assigner’s right to allow advance payments to be followed by subsequent adjustments or balance payments) and in compliance with all applicable laws and regulations; all the provisions in any Commercial Agreement relating to Assigned Receivables have been fulfilled in all their material respects, and all the provisions on which the payment of the Eligible Receivables depends have been complied with in all material respects; 37 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. Validity and binding force: there is no fact, act or omission attributable to the Assigner (or, as far as the Assigner is aware, to its agents, proxies and/or representatives) and that breaches the warranties, terms or conditions of any Commercial Agreement and that is such as to provide the relevant Assigned Debtor with reasonable grounds for allowing the same not to make timely payment of the entire amount due with respect to the related Eligible Receivable. The provisions in Article 8 (Deemed Collections) remain unchanged in the event that an Assigned Debtor also implements the aforesaid initiatives or attempts to assert the aforesaid circumstances, despite the absence of the conditions. No change: as from the Signature Date of this Agreement there have been no changes, amendments or waivers of any kind with respect to the original conditions of any Commercial Agreement related to each Eligible Receivable that may in any way undermine the transferability, enforceability or ability to be collected of each Eligible Receivable except as permitted under the Credit and Collection Policy; No violation: no Eligible Receivable or its eventual Commercial Agreement is in conflict with any applicable law, rule or regulation, and the Assigner has not, to the best of its knowledge at the time of stipulating this Agreement or, as appropriate, at the time when the representations and warranties set out in this Attachment must be repeated pursuant to Article 6 (Representations and warranties), contravened any such law, rule, regulation or any agreement, judgement, injunction, order, decree or any other (legally relevant) act or deed that is binding upon the Assigner, which in any case is likely to undermine the transferability, enforceability or ability to be collected of each Eligible Receivable; Registered Details and Ceiling Change File and Presentation File of New Debtors: the data for each Eligible Debtor indicated in the Registered Details and Ceiling Change File and Presentation File of New Debtors, as sent by e-mail on a Date of a Proposal for Changing the List of Eligible Debtors, is complete, correct, accurate and updated and the Assignee can rely on all information contained therein; New Invoice File: the data for each Eligible Receivable, as indicated in the New Invoice File, related to each Eligible Receivable, as sent by email on the same date as the proposed Assignment Agreement, is complete, correct, accurate and updated and the Assignee and the Portfolio Manager can rely on all information contained therein; List of Debtors: the data for each Eligible Debtor (including information about any existing guarantees in relation to such Eligible Debtors), as indicated in the List of Debtors, is complete, correct, accurate and updated and the Assignee and Portfolio Manager can rely on all information contained therein; Absence of Warranties and free transferability: the Eligible Receivables are not subject, in whole or in part, to any Warranty and there are no restrictions on the transferability of the Eligible Receivables to the Assignee (including, without limitation, the requirement by law or by contract, of the consent of any party (including the related Debtor) for the validity and effectiveness of the transfer and assignment of the same); Invoicing: Unless otherwise notified in writing to the Assignee and the Portfolio Manager, each Eligible Receivable comes from a Commercial Agreement which involves the issue of Invoices subsequent to an order. Each Invoice referring to each Eligible Receivable was issued in compliance with the provisions of the Credit and Collection Policy (including, without limitation, those relating to procedures and timing); Existence of the Assigned Receivable: each Eligible Receivable is existing and is governed exclusively by the terms of the relevant Commercial Agreement and the applicable laws and regulations; Commercial Agreement: each Commercial Agreement relating to the Assigned Receivables is valid and binding upon the Assigned Debtor, and was signed or otherwise concluded in accordance with the applicable laws, and was duly and validly signed or otherwise concluded by all the parties thereto and refers exclusively to the marketing of the Products; Absence of releases: no Assigned Debtor (and/or its guarantors) has asked the Assigner for and obtained any release from its payment obligations under the related Commercial Agreement that gave rise to the Eligible Receivable, or for any waiver thereto. The provisions in Article 8 (Deemed Collections) remain unchanged in the event that an Assigned Debtor attempts to assert the aforesaid circumstances, despite the absence of the conditions; Currency: the related Eligible Receivables are payable in Euro, GBP, USD and CAD; Face Value: the amounts that form part of and demonstrate the Face Value of each Eligible Receivables have been properly indicated by the Assigner on the basis of the following with regard to the Receivables: (i) (ii) the economic remuneration and payments of the Assigner associated with the production and marketing of the Products as well as all the related costs and expenses of the Assigned Debtor; the actual VAT, excise duties, other Taxes and tax rates, if any, that apply in relation to each Receivable and Commercial Agreement (and in any case without any deduction or withholding tax); 38 20. 21. 22. 23. 24. (a) (b) (c) (d) (iii) the amount of any other costs, fees, tax rate, Tax or expenses, specified in the Trade Agreement payable by the Assigned Debtor also where subsequent to its specific requests in relation to the Products. Arrears Interest: any Arrears Interest shall be calculated and applied in accordance with the provisions contained in the relevant Commercial Agreement or applicable law; Eligible Debtors: each of the Debtors indicated in the List of Debtors, including any new Debtor included in that List of Debtors pursuant to Clause 2.1.2, meet the requirements of Clause 2.4, on the respective Cut-Off Dates, and, to the best of its knowledge, there is no basis for the relevant Debtor and/or any third parties to bring any action and/or challenge for any suspension and/or revocation of the payment of the related Receivables; Collection Account: each Collection Account is a current account for the transaction referred to in this Agreement and, therefore, was opened and is maintained by the Assigner exclusively for the crediting of Receipts relating to the Assigned Receivables pursuant to this Agreement and any debit/transfer transaction from that account will be made only in order to allow the crediting of the Receipts onto the Account of the Assignee in accordance with the provisions of Sub-Servicing Agreement; Absence of rejection against the assignment of the receivables: no Eligible Debtor has given written notification of any rejection, objection, exception or other dispute in relation to the assignment of trade receivables made by the Assigner. Insurance Policies: (i) each Insurance Policy issued by an Insurance Company in favour of the Assigner is valid, effective and binding (and give rise to valid and legitimate obligations that are binding on the respective Insurance Company) and its rights to credit items and/or its claims/actions are validly and freely transferable to the Assignee; (ii) the information and data provided and to be provided to each Insurance Company or to third parties in relation to each Insurance Policy issued by an Insurance Company in favour of the Assigner are true, complete and accurate in all material respects; (iii) the information and data relating to the insurance coverage under each Insurance Policy notified by the Assigner to the Assignee are true, complete and accurate; (iv) it has complied and will comply in the future with any obligation under each Insurance Policy issued by an Insurance Company in favour of the Assigner and/or the Assignee; (iv) no Insurance Policy issued by an Insurance Company in favour of the Assigner has been changed by the Assigner without the prior consent of the Assignee, on the understanding that the Assignee undertakes not to unreasonably withhold its consent in the event of any non-pejorative change to any Insurance Policy compared to the conditions relating to the risk coverage; (v) the Insurance Policies taken out in favour of the Assigner and whose benefits have been assigned or transferred or will be transferred in favour of the Assignee provide, for each single Assigned Debtor, a cover against the risk of non-payment of the receivables purchased by the Assignee at least equal to the amount of the Insurance Ceilings shown in the List of Debtors in Attachment 10 of this Agreement as amended from time to time. Part C Representations and warranties of the Assignee Status: it is a limited liability company incorporated pursuant to the Law on Securitisation, that is duly incorporated, validly existing and solvent pursuant to the relevant law on incorporation; Powers and authorisations: it has full corporate powers and the ability to sign and fulfil its obligations assumed by it under this Agreement; Legal validity: its obligations arising from this Agreement constitute legal and valid obligations, that are binding on it in accordance with the respective terms; Absence of breaches: the signing and execution of this Agreement and of all the other papers and documents that need to be signed pursuant to this Agreement does not nor will not entail a breach, does not nor will not constitute a non-fulfilment and is not and will not be in conflict with or exceed the limitations of the powers of the directors set by: (i) (ii) (iii) (iv) the company’s constitutional documents; any law, rule or regulation applicable to it; any contract, warranty, bond issue or any other financial arrangement which it is a party to or to which its goods, earnings or assets are subject; or any order, warrant, judgement, decision, order or decree that is binding on it or on its assets. 39 The Assigner undertakes to: ATTACHMENT 7 - COMMITMENTS OF ASSIGNER 1. 2. 3. 4. 5. 6. 7. 8. Default: immediately inform the Assignee and Portfolio Manager of any inaccuracy in relation to the declarations or guarantees given, or any breach of the commitments made by the Assignee pursuant to this Agreement, as soon as same becomes aware of the inaccuracy or failure; Authorisations: obtain and maintain all authorisations, approvals, permits, agreements, licences, exemptions and records and make any requests or obtain all the documents that may be needed at any time in order to enter into and fulfil this Agreement, other Transfer Documents to which the Assigner is a party and all other deeds and documents to be delivered pursuant to this Agreement and the other Transaction Documents; Corporate structure: provide prompt notification to the Assignee and the Portfolio Manager if, with regard to the corporate structure, the following should occur: (i) (ii) a substantive and adverse change in the commercial activity, assets, operating activity or financial situation, in relation to the Assigner, which may reasonably compromise its ability to fulfil its obligations arising from this Agreement or the other Transaction Documents of which it is part; any reduction of the share capital or change of the registered office of the Assigner; Permission to carry on its activities: obtain and use due diligence in order to maintain all the authorisations necessary to carry out the production and marketing of products that are preparatory to the fulfilment of the obligations of this Agreement; Taxes: take responsibility and pay all taxes (if any) arising from or relating to this Agreement, to any other document relating to the Agreement in accordance with, and within the limits of the provisions of Article 10 (Fees, costs and taxes) of this Agreement; Information: deliver, within 10 business days of receipt by the Assigner, of the relevant information or documentation to the Assignee and the Portfolio Manager: (a) (b) as long as Natuzzi acts as Sub-Servicer pursuant to the Sub-Servicing Agreement, a copy of all information, documents, registers or reports regarding the Eligible Receivables offered for sale and/or Assigned Debtors in its possession or sent to it by its appointees, agents or representatives, and additional information related to the same that the Assignee (also by through the Portfolio Manager) may reasonably request, producing, where appropriate, true copies of the relevant documentation, and taking into account that this requirement shall not apply: (i) to the original documents needed by the Assigner for the proper conduct of its commercial activity and that of Sub-Servicer, and (ii) to any information whose disclosure by the Assigner covers sensitive information, in particular in accordance with provisions applicable to market abuse or that involves breach of legal and/or contractual obligations regarding inside and/or confidential information; after the exercise by the Assignee (also through the Portfolio Manager and/or the Servicer) of the right of replacement of the Sub-Servicer provided for in Article 9 of the Sub-Servicing Agreement, all information, documents, registers or reports concerning Eligible Receivables offered for sale and/or Assigned Debtors and additional information related to the same that the Assignee (also through the Portfolio Manager and/or the Servicer) may reasonably request, retaining, where appropriate, true copies of the relevant documentation, and taking into account that this requirement shall not apply to any information whose disclosure by the Assigner relates to sensitive information, in particular in accordance with the provisions applicable to market abuse or that involves breach of regulatory and/or contractual obligations concerning inside and/or confidential information; Accuracy of information: ensure that all information and reports supplied by the Assigner, and on its behalf under this Agreement and the other Transaction Documents to which it is party is accurate in all their relevant aspects; Provision of financial information: provide the Assignee, the Servicer and the Portfolio Manager with its annual financial statements certified by its own auditors, inclusive of its auditors’ and directors’ reports and an extract of the minutes of its shareholders’ meeting that approved said financial statements, within a period of 20 business days of the relevant approval, prepared in compliance with applicable accounting standards and providing a true and fair view of the results, assets and financial situation of the Assigner at the end of the reporting period if all the above documentation is not, in whole or in part, available on the official website of the Assigner or of organising companies in the stock market; 40 9. 10. 11. 12. 13. 14. 15. Ensuring availability of documents: deliver, or ensure the delivery to the Assignee and the Portfolio Manager, three business days before each Purchase Date, Payment Date and the Collection Transfer Date the documents that the Assigner is expressly required to provide or send to the Assignee and Portfolio Manager as provided in the conditions of suspension stated in Attachment 5 (Conditions of suspension), Part B (Conditions of suspension prior to each Purchase Date, Payment Date and Collection Transfer Date), in reasonably satisfactory form and substance; Files and statements: prepare and deliver to the Assignee (i) by the fifth business day before each Offer Date the related Changes in Master Data and Ceiling File, if necessary and (ii) at each Offer Date, together with any proposed Assignment Agreement, a copy of the New Invoices File (which takes into account any exclusions that might be communicated to the Assigner by the Assignee), all in accordance with the terms and conditions stated in Attachment 3 (Operating procedure for the sale of Eligible Receivables); Solvency certificates: at the First Calculation Date and at each Offer Date, deliver to the Assignee and the Portfolio Manager a Solvency Certificate in the terms provided in Appendix 9 (Solvency Certificate Model), dated as described in Attachment 5, i.e. not more than 20 days before the first Calculation Date or, depending on the case, the relative Offer Date (as indicated above); Chamber of Commerce certificate: at the First Calculation Date and at the Offer Date falling in March, June, September and December, deliver to the Assignee and the Servicer a certificate issued by the competent Chamber of Commerce attesting that the Assigner is not subject to insolvency proceedings, dated no more than 15 days before the first Calculation Date or, depending on the case, the relative Offer Date (as indicated above); Financial information on the Assigned Debtors: promptly notify the Assignee, the Servicer and the Portfolio Manager; at the reasonable request of the Assignee (also through the Portfolio Manager and/or the Servicer), of any information on the financial condition of an Assigned Debtor of which it is aware and which may reasonably be of interest to a creditor of the Assigned Debtor, except in cases where this may involve infringements of regulatory and/or contractual obligations regarding inside and/or confidential information; Payment instructions: not provide any information to any of the Assigned Debtors regarding each Assigned Receivable enabling the latter to make payments in non-compliance with the provisions of the Sub-Servicing Agreement; Fulfilment of obligations: perform and substantially comply, at the relevant date, with all agreements, commitments and other obligations to which it is subject in accordance with the Commercial Agreements related to the Assigned Receivables; 16. Credit and Collection Policy: (a) (b) both before and after the possible revocation of Natuzzi’s position as Sub-Servicer, meet its obligations of substantial compliance with and in accordance with the relevant aspects stated in the Credit and Collection Policy and communicate to the Assignee, the Servicer and the Portfolio Manager the changes to the Credit and Collection Policy regarding Assigned Debtors before they enter into force, in order to obtain approval from the Assignee (also through by the Portfolio Manager (which shall not be unreasonably withheld or delayed) insofar as such approval is necessary under the Transaction Documents; following the revocation of Natuzzi’s position as Sub-Servicer and with reference to the fulfilment of obligations provided by the Commercial Agreements, execute all reasonable requests of the Assignee (also through the Portfolio Manager) aimed at the protection of its rights as creditor of the relevant Assigned Debtors; 17. Access: allow the Assignee, the Servicer and the Portfolio Manager and their agents or representatives – following the request of the Assignee (also through the Portfolio Manager and/or the Servicer) sent with at least 15 days notice from the scheduled access date – to visit the offices of the Assigner, in designated areas that will be provided for that purpose, during normal business hours, though in ways that do not undermine the normal course of business of the Assigner, in order to: (a) (b) (c) examine the accounts, registers and documents relating to the Assigned Receivables; verify, exclusively with the occasional and temporary aid of the staff assigned by the Assigner, that the electronic systems used by the Assigner in relation to the Assigned Receivables single out and identify each Assigned Receivable purchased by the Assignee and provide the information that it can legitimately request under this Agreement and all applicable laws and regulations; schedule a review, by the Assignee (also through the Portfolio Manager), of its agents or representatives (including auditors by whom the Assignee may be assisted) at the expense of the Assigner or the Assignee, as applicable, in accordance with Article 18 (Audit); 41 18. 19. 20. 21. 22. 23. 24. 25. 26. Absence of creation of rights: not create and prevent the creation or duration of rights of any kind (including any right arising from seizures or enforcement) to apply wholly or partly on Assigned Receivables, except if and where expressly permitted by this Agreement; No provision of Eligible Receivables: until reaching the Portfolio Aggregate Maximum, not agree to assign or transfer, and not to assign or transfer and not to sell, assign, transfer substitute in any way, make available, create encumbrances or negotiate any of the Eligible Receivables or any corresponding Commercial Agreements in favour of third parties, except for and insofar as is expressly permitted under this Agreement and, with regard to commercial Agreements, except in the case of any form of assignment of company or business unit or merger or demerger and, in any case, except as otherwise agreed in writing with the Assignee (also through the Portfolio Manager). Similarly, the Assigner undertakes as from the date of signing of this Agreement not to sell to third parties receivables that are due from the respective Eligible Debtors; Absence of action: not take any initiative or action in relation to Assigned Receivables or to commercial contracts that might compromise, impede or prohibit in whole or in part the assignability or collectability of Assigned Receivables, or which may compromise, in any other manner, the rights of the Assignee (also exercisable through the Portfolio Manager) on Assigned receivables, except if and where expressly permitted under this Agreement; Absence of waivers: not waive any rights by virtue of the Commercial Agreements and Assigned Receivables, unless in compliance with the Credit and Collection Policy or unless with the prior written consent of the Assignee (also through the Portfolio Manager) (which shall not be unreasonably withheld or delayed); Absence of proceedings: not engage in or omit to engage in any legal proceedings if such proceedings or omission thereof does not conform to the Credit and Collection Policy; Notification of proceedings: (i) notify the Assignee, the Portfolio Manager and the Servicer of the launch of any proceedings that may have a substantive adverse effect on the Assigner’s ability to fulfil its obligations in accordance with this Agreement, brought against the Assigner by its creditors, and to notify the Assignee, the Servicer and the Portfolio Manager of the court and any receiver appointed with respect to goods subject to such proceedings, where the proceedings could damage the interests of the Assignee connected with the Assigned Receivables; (ii) promptly inform the Assignee, the Servicer and the Portfolio Manager if the Assigner receives, after the Purchase Date, and with reference to the Assigned Receivables, notice of any litigation relating to such Assigned Receivables that substantially undermines its right to ownership on the Assigned Receivables; Changes to Commercial Agreements: notify the Assignee, the Servicer and the Portfolio Manager of any substantive change to the Commercial Agreements if Contracts Agreements thus amended should give rise to Legible Receivables being assigned under this Agreement and this change should have an impact on the risk of non-collection of related Eligible Receivables and on the ownership and/or the payment of the related Eligible Receivables; Changes to commercial arrangements with Assigned Debtors: notify the Assignee, the Servicer and the Portfolio Manager of any substantive changes to commercial arrangements (including any Commercial Agreements) that exist with an Assigned Debtor and which is relevant to the related Assigned Receivables, also in accordance with the provisions of the Credit and Collection Policy; Deemed Collections: conserve detailed information on all Deemed Collections; 27. General commitments: (a) (b) (c) sign, deliver and deposit, within 10 business days – or any other term as may be reasonably necessary in order to take the necessary action in case of urgency, as communicated by the Assignee (also through the Portfolio Manager) and also given that in such cases the relevant term may not be less than 3 business days – any deed, form or document in its possession, and to implement any formalities or any action that is possible for the Assigner and that is reasonably required at any time by the Assignee (also through the Portfolio Manager), to enable it to exercise, protect, effectively maintain or prove its rights to the Assigned Receivables purchased by the Assignee, also producing, where appropriate, true copies of the relevant documentation; exercise, in accordance with its authority under the law, of this Agreement, the rights that may put the Assignee in a position to enjoy (also through the Portfolio Manager) its rights relating to Assigned Receivables, if necessary, and in any case within the limits of and in compliance with any applicable laws or regulations; and withhold any Collection received on Assigned Receivables after the relevant Payment Date exclusively (i) on behalf and in the interest of the Assignee and (ii) on the related Internal Collection Account in accordance with the provisions of Article 5 of the Sub-Servicing Agreement; 42 28. 29. 30. 31. 32. 33. 34. 35. 36. 37. Compensation - Non-Performance: at the request of the Assignee (also through the Portfolio Manager), compensate the Assignee or ensure that the Assignee is indemnified from all costs, damages, losses, expenses or liability (including but not limited to reasonable attorney’s fees and statutory fees) that are directly suffered by the Assignee, as documented by same (also through the Portfolio Manager), as a result of (i) non-performance by the Assigner of any of its obligations under this Agreement, or (ii) the breach of declarations and guarantees referred to in Attachment 6, part A issued by the Assigner pursuant to this Agreement, it being understood that for breaches of declarations and guarantees referred to in Attachment 6, part B the exclusively applicable rule – with the exclusion of this provision – will be Article 13 (Impaired Credits), under which the related Impaired Credits will be returned to the Assigner and the Assignee shall be entitled to receive the Amount of the Impaired Credits under the terms and conditions therein (without prejudice, in any case, to any additional damages, costs, losses and expenses, duly documented, suffered by the Assignee as direct and immediate consequence of a breach of these declarations and guarantees), provided, however, all such costs, damages, losses, expenses or liability do not result from facts or acts attributable to the Assignee; Compensation - Requests from third parties: at the request of the Assignee (also through the Portfolio Manager), compensate the Assignee or ensure that the Assignee is indemnified from all costs, damages, losses, expenses or liability (including but not limited to reasonable attorney’s fees and statutory fees) that are directly suffered by the Assignee, as documented by same (also through the Portfolio Manager), as a result of any action of any kind legitimately brought by a Debtor or by a third party against the Assignee on the basis of a Commercial Agreement and not an Assigned Receivable, provided that, in any case, all such costs, damages, losses, expenses or liability does not arise from facts or acts attributable to the Assignee; Compensation: to the extent permitted by applicable law, not take any action which might give rise to a right on the part of the Assigned Debtor to compensate, contest, obtain reimbursement, retain, or any other right that might in any way entitle the Debtor to reduce the amounts due in any capacity regarding the Assigned Receivables or legitimise for any reason the failure to pay an amount due, in relation to the Assigned Receivables, without the prior written consent of the Assignee (also through the Portfolio Manager) (which shall not be unreasonably withheld or delayed) except if and where expressly provided in the Credit and Collection Policy; Communications: provide written notice to the Assignee, the Servicer and the Portfolio Manager upon receipt of notification or as soon as otherwise becoming aware of the occurrence of a Potential Significant Event or Significant Event; Recovery of VAT on late receivables: pay the Assignee an amount equal to the VAT relative to late receivables which was effectively returned (by reimbursement or the award of a tax credit) to the Assigner by the tax authorities in relation to late receivables (and provided that) they have remained unpaid following the unsuccessful recovery activities; Information relating to Eligible Receivables and Eligible Debtors: regarding each Eligible Receivable and each Eligible Debtor, make sure that the information held in the accounting and information systems and any other information or declaration of any kind provided or to be provided to the Assignee, to the Servicer and/or the Portfolio Manager under this Agreement and the Sub-Servicing Agreement (including, for example, the information provided in the relevant New Invoices File and Changes in Master Data and Ceiling File) as evidence of, and in relation to, each Eligible Receivable and Eligible Debtor, is accurate, correct, complete in all material respects and not misleading; Breakdown of amounts received for Assigned Receivables: ensure that the amounts received for each respective Assigned Receivable and each of its component parts can be distinguished from amounts relating to other receivables received by the Assigner and from amounts relative to other Assigned Receivables, in technical times strictly necessary to the subsequent recognition of receipt of the amounts and in any case no later than the 10th business day following receipt of the respective amounts, except in the case of payment made by cheque, for which the said period shall commence on the receipt date of the cheque; Allocation of payments: allocate any payment made by an Assigned Debtor to the Assigner, without the Assigned Debtor indicating if the payment is related to an Assigned Receivable or any other amount due to the Assigner for any reason (except in the case where the receivable to which the payment relates is otherwise positively identified by the Assigner or Sub-Servicer), according to the anteriority order of issuance of the Invoices (regarding both Assigned Receivables and Non- assigned Receivables) sent to the Assigned Debtor. It is understood that in case of bankruptcy of the Assigned Debtor and where Natuzzi has Receivables also on behalf of the Assignee, any amounts received by Natuzzi, to be realised on Assigned Receivables and non-assigned receivables, will be allocated in accordance with the provisions of the distribution plan or, if not expressly stated in the distribution plan, on a pro rata basis on the receivables held by this Assigned Debtor (whether they be Assigned Receivables or non-assigned receivables); Accounting records of the Assigner: report in its accounting records (including the VAT register) duly kept in accordance with law, the amount of Assigned Receivables, in substantially correct and complete form; Collection account: (i) except as indicated in the following paragraphs, do everything possible so that each Collection Account is credited exclusively with collections relating to Assigned Receivables; (ii) excepting withdrawals for adjustments made in accordance with Article 4.2.2 read), to not use, for any reason, any of the sums paid as Collection into the related 43 Collection Account unless it is to make the transfer to the Assignee’s Account referred to in paragraph (iv) below; (iii) to transfer, to the related Collection Account, the Collection and any other sum received by the Assigner in relation to the Assigned Receivables under this Agreement, in the case that such amounts have not been paid by the relevant Assigned Debtor into the Collection Account, in the terms of the Sub-Servicing Agreement; (iv) to transfer to the Assignee’s Account, the Collection and any other sum received by the Assigner in relation Assigned Receivables under this Agreement, in the terms of the Sub-Servicing Agreement or, in any case, perform every other activity necessary and appropriate to allow the Sub-Servicer to fulfil the obligations assumed under the Sub-Servicing Agreement with respect to Collection management; Payment instructions: following revocation of the appointment as Sub-Servicer, promptly give instructions to Assigned Debtors and cooperate with the Assignee, the Servicer and/or the Portfolio Manager so that the Assigned Debtors pay the Collection and any other sum relating to Assigned Receivables under this Agreement directly to the Assignee’s Account pursuant to the provisions of Sub-Servicing Agreement and, in the event that after such instructions it receives Collection or other amounts relating to Assigned Receivables to a Collection Account or to another current account, to transfer all the sums to the Assignee’s Account by the deadlines indicated in the Sub-Servicing Agreement; List of Debtors: deliver to the Assignee and the Portfolio Manager the List of Debtors updated with details of the new Eligible Debtors as provided in Clause 2.1.2; Insurance Policies: (i) fulfil or ensure the fulfilment of all of its obligations required by the Insurance Policies; (ii) ensure that all Insurance policies taken out by the Assigner in relation to Assigned Receivables are validly transferred in favour of the Assignee or other beneficiary selected by the Assignee, and to deliver to the Assignee evidence of this transfer that is satisfactory to the Assignee; (iii) cooperate with the Assignee and/or any Insurance Company in relation to all the provisions of the Insurance Policies (if taken out by the Assignee), in particular for the payment of compensation due under the Insurance Policy and for the purpose of subrogation of the Insurance Company in the rights and Receivables of the insured party, also with reference to the Assigned Receivables with this Agreement (including, for example, notification of assignment to the relevant Debtor if required by the Insurance Company for the purpose of payment of compensation due under the relevant Insurance policy and/or for the purpose of subrogation of the Insurance Company); (iv) not make any amendment of the existing Insurance Policies taken out by the Assigner without the prior consent of the Assignee, provided that the Assignee shall not unreasonably withhold its prior consent in case of non-pejorative change of any Insurance Policy with respect to the risk coverage; (v) pay in full and in accordance with the terms provided by its Insurance Policy the premium and any ancillary fee for the insurance policy due to the insurance company with respect to any Insurance Policy taken out by the Assigner itself; (vi) promptly notify the Assignee of any variations by an insurance company of the Insurance Ceiling granted regarding any Eligible Debtor for the purposes of the related Insurance Policy, as well as any other relevant information received from an insurance company that could lead to a change in the credit rating of Eligible Debtors; (vii) ensure that the insurance coverage on individual Assigned Debtors as indicated in Attachment 10 is completely executable; (ix) ensure that any benefits arising from insurance policies taken out by the Assigner in relation to Assigned Receivables are validly transferred to the Assignee (also through notification of assignment to the Insurance Company) and provide the Assignee with satisfactory evidence of the transfer. Foreign Collection Account: set up with Citibank, before the First Offer Date and until the Assignee consents in writing to its revocation, an agreement under which Citibank will each evening undertake to transfer the existing deposit of each Foreign Collection Account to the Internal Collection Account in the same Eligible Currency, so that these amounts reach their respective accounts on the next business day and are fully available. Information on delays or interruptions in payments: on the occurrence of one of the cases contemplated by Article 2.4.2, letter. (f), in the case where the relevant Assigned Debtor delays or interrupts payments of Assigned Receivables, promptly give the Assignee written notification of this circumstance, in any case no later than three weeks from the first missed payment, indicating the reasons for the dispute or exception. Outstanding Amounts: regarding which, during the Revolving Period: a) the Outstanding Amount of Assigned Receivables in euro does not fall below €1.5 million (one point five million euro); and b) the Outstanding Amount of Assigned Receivables in United States dollars does not fall below $3.5 million (three point five million United States dollars). 38. 39. 40. 41. 42. 43. 44 ATTACHMENT 8 - RELEVANT EVENTS Part A Relevant events in favour of the Assignee The occurrence of each of the following events in relation to the Assigner and the Sub-Servicer, as the case may be, shall constitute a Relevant Event in favour of the Assignee: 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. Non-payment: the Assigner or the Sub-Servicer is, for any reason, in default: (i) in relation to the payment of any amount due pursuant to a Transaction Document that it is party to and/or (ii) in relation to the payment of takings by the date due unless such default (a) is the result of a technical or administrative delay or an error in the transfer of funds or (b) is remedied within 7 Working Days to the satisfaction of the Assignee (even through. the Portfolio Manager); Non-Performance of obligations: the Assigner or the Sub-Servicer is in default of any obligation to perform (other than the obligation to pay which is treated in the preceding point 1) or not to perform a task as provided in this Agreement or in each of the other Transaction Documents of which it forms part, and such non-performance is not of minor importance with respect to interest and the rights of the Assignee pursuant to Article 1455 of the Italian Civil Code and not remedied within 15 Working Days from the date of notification that, for such purposes, must be made in accordance with Article 1454 of the Italian Civil Code by the Assignee (even through the Portfolio Manager) to the Assigner or the Sub-Servicer, as the case may be, with a request to remedy the above mentioned non-performance within said term and with a warning that failure to remedy would cause termination; Erroneous declarations: without prejudice to Article 13 (Impaired Credits), any declaration or warranty issued by the Assigner or the Sub-Servicer that proves not to be correct and/or complete in each substantial aspect as of the date of issue and for which such lack of accuracy and/or completeness is not remedied in accordance with Article 13.1 whenever such provisions are applicable; it is understood that the lack of accuracy/completeness of any declaration or warranty in Part A of Attachment 6 - which, in accordance with the provisions of this Attachment 8, Part C, is remedied within the subsequent 15 Working Days from the date on which the Assignee (even through of the Portfolio Manager) had notified it - shall not constitute a Relevant Event. Invalidity: when the validity of a sale and the transfer of Credit from the Assigner and the Assignee or the possibility to object to the assignment to third parties is disputed by anybody (including the Assigner or the Assigned Debtors) on sound legal grounds as demonstrated and proved by legal advice obtained by the Assigner and the Assignee from a Law Firm of unquestionable reputation jointly selected by the Parties; Insurance Policy: failure to renew an Insurance Policy that causes the absence of an insurance cover against the risk of non- payment of the Assigned Credit, or the substitution of the Insurance Company with another one that is not agreeable to the Assignee; Insolvency: the Assigner or the Sub-Servicer is declared insolvent; Cross-default: the occurrence of an event as a result of which any debt in the name of the Assigner or any Company controlled by the Assigner or in any case belonging to the Natuzzi Group for an outstanding amount that is equal to or greater than EUR 1,000,000.00, must be paid back or reimbursed before its expiry date and that - according to the reasonable opinion of the Assigner (even through the Portfolio Manager) - involves a deterioration of the financial terms and conditions of the Assigner and/or the Natuzzi Group; Changes in business activity: the Assigner ceases to sell its products in Italy and in the country of residence of the Assigned Debtors; Significant negative changes: a change in the financial terms and conditions of the Assigner that significantly jeopardizes the possibility of having the Assigned Credits cashed or collected by legal proceedings or that is detrimental for the interest of the Assignee in another substantial manner in the context of the Assigned Credit; Revocation of the Assigner as a Sub-Servicer: a Sub-Servicer revocation event has occurred pursuant to the Sub-Servicing Agreement; Changes in the Law: a change in the Law (both Italian and foreign and also at a regulatory level) governing the reference sector of Assigned Credits that has the direct effect of delaying or jeopardizing, in a substantial manner, the recovery of the Assigned Credits; 45 12. 13. 14. DSO: considering the Calculation Date that falls in November 2015 (included), or at every Calculation Date of each month, the average between (i) the DSO as determined for such Calculation Date, and (ii) the DSO as determined at the two Calculation Dates immediately preceding such Calculation Date, is greater than or equal to 100 days with the value of such average remaining the same even at the Calculation Date immediately following the one for which it was calculated; 6M Default Ratio: considering the Calculation Date that falls in November 2015 (included) or, subsequently, at every Calculation Date of each month, the average between (i) the 6M default Ratio as determined for such Calculation Date, and (ii) the 6M Default Ratio as determined at the two Calculation Dates immediately preceding such Calculation Date, is greater than or equal to 3%; Overdue Amount: considering each Calculation Date, the Outstanding Amount of Assigned Credits, calculated as the sum of all the Assigned Credits that are overdue by more than 90 days at such Calculation Date, except for: (a) Credits for which insurance indemnity was paid by the Insurance Company and/or (b) Credits for which the Invoice Due Date has been extended in accordance with the Transaction Documents and/or (c) any Invoices that are incorrect and/or pending offset and/or in dispute, as duly documented by the Assignee, is greater than EUR 750,000.00 for more than 30 consecutive days; it is understood that such circumstance is considered a Relevant Event exclusively for the purpose of cause for termination by Assignee. 15. Indirect tax: introduction of indirect tax applicable in arrears to the transfer of ownership of the Assigned Credits pursuant to specific legislation of a country other than Italy. It is understood that such occurrence is considered a Relevant Event exclusively for the purpose of cause for termination by Assignee. Moreover, it is also agreed between the Parties that each Relevant Event in favour of the above identified Assignee is exclusively in the interest, and for the benefit, of the Assignee who may, at such Assignee’s sole discretion, decide to exercise or otherwise any related rights against the Assigner. Part B Relevant events in favour of the Assigner The occurrence of each of the following events, shall constitute a Relevant Event in favour of the Assigner: 1. 2. 3. 4. 5. Non-Payment of the Purchase Price: following the finalization of the Assignment Agreement, the Assignee being for any reason in default with respect to the payment of the Purchase Price (as determined in accordance with Attachment 4 (Calculation of the Purchase Price)) unless such default (a) is the result of a technical or administrative delay or an error in the transfer of funds and (b) is remedied within 7 Working Days to the satisfaction of the Assigner; Non-Payment: without prejudice to the previous Paragraph 1, the Assignee being for any reason in default with respect to the payment of any amount due according to each Transaction Document, unless such default (a) is the result of a technical or administrative delay or an error in the transfer of funds and (b) is remedied within 7 Working Days to the satisfaction of the Assigner; Non-Performance of obligations: the Assignee being in default of any obligation to perform (other than the obligation to pay which is treated in the preceding points 1 and 2) or not to perform a task as provided in this Agreement or in each of the other Transaction Documents, with such non-performance not being of minor importance with respect to interest and the rights of the Assigner pursuant to Article 1455 of the Italian Civil Code and not being remedied within 15 Working Days from the date of notification that, for such purposes, must be made in accordance with Article 1454 of the Italian Civil Code by the Assigner to the Assignee and the Portfolio Manager with a request to remedy the above mentioned non-performance within said term and with a warning that failure to remedy would cause termination; Conduct of the Substitute Sub-Servicer and/or the Assignee: criminal investigations are undertaken by the Judicial Authorities in relation to facts related to the management of the Assigned Credits by the Substitute Sub-Servicer and/or the Assignee, or said facts give rise to investigations and inquiries by other authorities such as, for example, the Italian Antitrust Authority or the Italian Authority for the Protection of Personal Data; Incorrect declarations: any declaration or warranty issued by the Assignor in the Sub-Servicing Agreement that proves not to be correct in each substantial aspect as of the date it was issued. It is understood and agreed between the Parties that each Relevant Event in favour of the above mentioned Assigner is in the exclusive interest, and for the benefit, of the Assigner who may, at the Assigner’s sole discretion, decide to exercise or otherwise any related rights against the Assignee. 46 Part C Consequences of a Relevant Event Following the occurrence of a Relevant Event, the interested Party (even through the Portfolio Manager when the Assignee is concerned) who becomes aware of such circumstances must promptly notify the other Party, in writing, of such occurrence of a Relevant Event, and assigning to it a grace period of not less than 15 Working Days pursuant to the provision of this Agreement to the extent, depending on the case in question, that such provision can be applied. Upon expiration of such period as provided in the aforementioned notification without remedy, the Assignee (even through the Portfolio Manager where it concerns the Assignee) or the Assigner as the case may be, and without prejudice to the following provisions, may send a written notice of termination/withdrawal to the other Party (“Notice of Termination/Withdrawal”). Following Notice of Termination/Withdrawal and after serving a warning to comply, where necessary, the Revolving Period terminates as of the date of receipt of such termination notice and: (a) (b) (c) the Assigner will no longer be authorized to offer Credit pursuant to this Agreement and the Assignee will no longer be obliged to accept any such offers (without prejudice to the effect of the assignment of Eligible Credit Portfolios that were finalized prior to the Notice of Termination/Withdrawal being served); The Assigner shall definitively cease to fulfil the role of Assigner pursuant to this Agreement as of the date of receipt of the Notice of Termination/Withdrawal and, whenever necessary, the warning to comply, even though the legal effects of the declarations and the warranties issued, and the commitments undertaken by the Assigner with reference to Assigned Credits that were assigned prior to the Notice of Termination/Withdrawal being served that have not been completely fulfilled, executed or exercised shall survive as long as there subsist any of such Assigner’s obligations or Assignee’s rights (even through the Portfolio Manager where it concerns the Assignee) arising from this contract; and the provisions of Article 9 (Revocation of the Appointment of a Sub-Servicer) of the Sub-Servicing Agreement shall apply and the Assignee (even through the Portfolio Manager where it concerns the Assignee) may immediately, or at any later time, revoke the appointment of Natuzzi as a Sub-Servicer, taking into account that the legal effects of the declarations and warranties issued and the commitments undertaken by the Sub-Servicer pursuant to the Sub-Servicing Agreement survive as long as there subsist any Sub-Servicer obligations or Assignee’s or Servicer’s rights under the above mentioned Sub- Servicing Agreement that have not been completely fulfilled, executed or exercised and in any case referred to Credits that were assigned prior to the Notice of Termination/Withdrawal being served. ATTACHMENT 9 - SOLVENCY CERTIFICATE FORM [ON ASSIGNER LETTERHEAD] To: Muttley S.r.l. Via Alessandro Pestalozza, No. 12-14 20131 Milan Email: [*] Fax: +39 [*] For the attention of the Sole Director [location], [date] Re: Solvency Certificate To whom it may concern, The definitions in the frame receivables assignment contract dated [*] (the “Agreement”) apply to this certificate. The undersigned, in his capacity as a special legal representative of Natuzzi S.p.A (the “Company”), hereby certifies for and on behalf of the Company that, on the basis of appropriate analysis of the company books, registers and accounts (kept for management purposes as well as per legal obligation) that was conducted: (a) as of the date of this certificate, the Company is not insolvent and there is no evidence indicating that the Company may be in danger of becoming insolvent merely because of the fact that it has entered into the Agreement or because it has to fulfil any obligation as provided in the Agreement; 47 (b) (c) as of the date of this certificate, there are no pending legal actions promoted by creditors of the Company, that have not been contested in good faith and that are totally or partially outstanding and that, if settled, can cause the Company to become insolvent, taking into account the financial resources that will be available at the date when such obligation could become due. as of the date of this certificate, (i) no Company action has been undertaken or is pending and no other activity has been initiated or filed by the Company and no legal action has been promoted or is pending or, as far as is known, is threatened (unless the Company in good faith is contesting such action, phase or proceedings) for bankruptcy, for a general suspension of payments, for liquidation, dissolution, extraordinary administration or restructuring with the objective of liquidation related to the management of insolvency (and in any case different from liquidation, dissolution, administration or restructuring in a state of solvency), (ii) no transactions or agreements have been underwritten with all or substantially all of the Company creditors because of financial difficulties and (iii) no curator, extraordinary administrator or officer with similar administrative functions has been appointed for the Company or for all of the Company’s assets, companies or property. No event that is equivalent to the above mentioned circumstances has occurred in accordance with the Laws of any jurisdiction where the Company operates; (d) as of the date of this certificate, there is no knowledge of any fact or circumstance indicating (i) that the situations indicated in Paragraphs (a), (b) or (c) above can occur; or (ii) that Company operations could not carry on for a period of at least three (3) months starting from the date of this certificate. Moreover, the undersigned confirms that there have not been any changes in shareholder composition of Natuzzi S.p.A.. Yours faithfully, Natuzzi S.p.A. Special Legal Representative Dr. Vittorio Notarpietro 48 ATTACHMENT 10 LIST OF DEBTORS Customer code 2000004099 2000001468 2000004747 2000003595 2000003800 2000003594 2000009251 2000003801 2000013514 2000000179 2000003689 2000000931 2000004293 2000003694 2000000070 2000003868 2000007668 2000000050 2000000274 2000000681 2000011324 2000004295 2000003668 2000004214 2000003641 2000000608 2000000819 2000003623 2000000766 2000004301 2000011519 2000000165 2000001340 2000000242 Company Name MACY’S MERCHANDISING CORPORATION IKEA SUPPLY AG HUDSONS BAY CO THE BRICK WAREHOUSE LP RAYMOUR & FLANIGAN BAERS FURNITURE CO. INC. XXXLUTZ KG RTG FURNITURE CORP BDSK Handels GmbH & Co. KG EL CORTE INGLES S.A. NEBRASKA FURN MART WESTERN FURNITURE L.L.C. JC PERREAULT INC. STAR FURNITURE COMPANY INC. ALMUTLAQ FURNITURE CO. LTD. ART VAN FURNITURE INC BUT INTERNATIONAL BARKER & STONEHOUSE LTD STERLING FURNITURE GROUP LTD KHG GMBH & CO. KG The TJX Companies Inc. SANDY’S FURN LTD (United Blvd) JORDAN’S FURNITURE CO AMEUBLEMENTS TANGUAY INC. INNOVATION FURNITURE. (40 ft) Jan VESELY - CORRECT INTERIOR FISHPOOLS LTD. HAYNES FURNITURE CO. INC. HARDECK MOEBEL GMBH & CO KG INSPIRATION FURNITURE INC. KRUUNKALUSTE OY MEUBELEN GOVA PVBA DARLINGS OF CHELSEA HANS SEGMUELLER POLSTERMOEBELFABRIK 2000000887 FINKE DAS ERLEBNIS EINRICHTEN 2000001503 2000004553 GMBH Morans Homezone Ltd COSTCO WHOLESALE CANADA LTD 2000000846 2000004500 COSTCO WHOLESALE CORPORATION 2000000839 MAROS, d.o.o. 2000000375 2000017947 2000000076 2000010887 2000000492 2000000662 ZURBRUEGGEN WOHN ZENTRUM GMBH ROBERT MAILLEUX ET FILS SA CONFORAMA SA KIKA-MÖBELHANDEL S GMBH HOUSING UNITS LIMITED EUROSHOP BVBA KERCKOF GEBROEDERS MEUBELHAL LOUIS MOENS + ZOON NV VAT number 831083055 Country United States Currency USD EUR CAD CAD USD USD EUR USD EUR EUR USD EUR 200091189 207209172 13273065 44919884 ATU65296645 621620830 DE279448078 ESA28017895 7875040 228011 Switzerland Canada Canada United States United States Austria United States Germany Spain United States United Arab Emirates Canada United States 1353-1010015502 Saudi Arabia United States France CAD USD EUR USD FR65722041860 EUR GB779700489 United Kingdom GBP GB271464067 United Kingdom GBP EUR DE811755980 Germany USD 6955215 United States CAD 209932045 Canada USD 19678168 United States CAD 202057345 Canada USD 28582401 United States CZ6904204747 Czech Republic EUR GB689932658 United Kingdom GBP USD 8956096 EUR DE124081444 CAD 201171258 EUR F123548925 BE0404022915 EUR GB848675372 United Kingdom GBP EUR United States Germany Canada Finland Belgium Germany Credit Insurance Cover (Euro) 18,000,000.00 12,000,000.00 3,000,000.00 1,200,000.00 4,404,000.00 1,800,000.00 1,200,000.00 1,600,000.00 900,000.00 4,500,000.00 1,600,000.00 1,100,000.00 440,000.00 480,000.00 1,300,000.00 200,000.00 600,000.00 500,000.00 450,000.00 2,000,000.00 1,000,000.00 910,000.00 590,000.00 450,000.00 300,000.00 100,000.00 380,000.00 1,230,000.00 400,000.00 304,000.00 200,000.00 1,000,000.00 200,000.00 500,000.00 Coverage Percentage 85% 85% 85% 85% 85% 85% 85% 85% 85% 85% 85% 80% 85% 85% 80% 85% 85% 85% 85% 85% 85% 85% 85% 85% 85% 80% 85% 85% 85% 85% 85% 85% 85% 85% DE127334433 DE126318157 IE6416021E 252875349 SI96863293 103391843 DE124898876 BE0420382063 CHE116304529 ATU19872305 GB732801846 BE0405574123 BE0413640662 49 Germany EUR 350,000.00 85% Ireland Canada EUR USD 150,000.00 3,640,000.00 80% 85% Slovenia United States Germany Belgium Switzerland Austria United Kingdom Belgium EUR USD EUR EUR EUR EUR GBP EUR 200,000.00 1,370,000.00 450,000.00 200,000.00 200,000.00 310,000.00 200,000.00 500,000.00 75% 85% 85% 85% 85% 85% 85% 85% Belgium EUR 480,000.00 85% 2000000447 2000004614 2000011776 2000004773 2000017913 2000000243 FORM LTD SCHNEIDERMANS FURNITURE INC CONFORAMA FRANCE THE ROOM STORES - PHOENIX Lesnina H.d.o.o. NV MEUBELFABRIEK HILAIRE JONCKHEERE 2000000558 2000000823 2000000595 2000000251 MOEBEL INHOFER GMBH & CO. KG. 2000003784 2000003657 FURNITURELAND SOUTH (ASO) EL DORADO FURNITURE CORPORATION TOP INTERIEUR NV LEE LONGLAND E CO.LTD ELIZABETH MILLS FURNISHING CENT.LTD A.R. STOCKTON + CO. LTD. PONSFORD LTD DSM, s.r.o. Easa Saleh Al Gurg Group LLC MOEBEL PFISTER AG KURT LUDWIG GMBH COSTCO WHOLESALE UK LIMITED TOPMART N.V. Designers Choice Inc. (40ft) COLDER’S PEERLESS FURNITURE MEUBELEN VERBERCKMOES NV 2000000326 2000002993 2000012006 2000015582 2000000189 2000000273 2000001316 2000000205 2000008405 2000003706 2000004136 2000000142 2000001022 WESTERN HOME FURNISHINGS INTER. 2000011428 2000001062 VINTAGE 44 ODRADA INTERIEUR N. V. BE469579077 MOR FURNITURE FOR LESS ALBERT GRAHAM LIMITED MT11637611 22779755 FR37414819409 807541479 HR36998794856 BE0405986570 DE130838626 53487807 45467230 BE0400656025 GB614336070 GB291122972 GB147248458 GB2000000409 SK2020066312 569075 100023 ATU14619402 GB650186252 BE0422388973 37597656 23375504 71982680 BE0449150778 PL9720195077 FR36531014868 BE0469579077 56587512 GB286481815 Malta United States France United States Croatia Belgium Germany United States United States Belgium United Kingdom United Kingdom EUR USD EUR USD EUR EUR EUR USD USD EUR GBP GBP United Kingdom United Kingdom Slovakia GBP GBP EUR United Arab Emirates EUR EUR EUR GBP EUR USD USD USD EUR EUR EUR EUR Switzerland Austria United Kingdom Belgium United States United States United States Belgium Poland France Belgium 150,000.00 150,000.00 4,500,000.00 250,000.00 500,000.00 500,000.00 380,000.00 200,000.00 728,000.00 1,000,000.00 250,000.00 150,000.00 200,000.00 200,000.00 60,000.00 170,000.00 1,000,000.00 160,000.00 900,000.00 200,000.00 210,000.00 200,000.00 243,000.00 400,000.00 50,000.00 35,000.00 500,000.00 United States United Kingdom USD GBP 200,000.00 100,000.00 2000016752 2000015190 2000009755 2000003737 2000000084 2000000271 2000000152 2000001098 2000001077 2000001155 2000008622 2000001583 2000000402 2000004350 2000006342 2000011081 2000001726 2000011159 2000000626 2000000570 2000000277 2000002047 2000000811 MORRES WONEN HULST B.V. DILLARD’S INC. BEADLE & CROME LTD GAVERZICHT MEUBELGALERIJEN NV NIBEMA N.V. NOVI OBLIK d.o.o. za trgovinu MAGENTI M SL VALENTIN SANCHEZ DESCANS S.L. FURNITALIA, INC. SARL STYLEE EINRICHTUNGSHAUS OSTERMANN GMBH & BRAULT & MARTINEAU INC. STOKERS LTD. HG Grawe Supportarseli TIVOLI GROUP ANDERSONS HOUSE FURNISHERS (INVERURI MEUBELEN PONSAERTS NV MOEBEL MARTIN GMBH & CO. KG GILLIES OF BROUGHTY FERRYLTD D.CHRISOSTOMOU MOEBEL SCHULENBURG GMBH & CO. KG NL009005432B01 4867198 GB614558732 BE0416607674 Netherlands United States United Kingdom Belgium BE0422508739 HR49509350344 ESB17645342 ESB53355632 607447864 FR80498409820 DE126882466 202145694 GB165868124 DE273235264 6162 GB742971218 BE0416506419 DE148098740 GB268792403 GB536707923 DE134524415 Belgium Croatia Spain Spain United States France Germany Canada United Kingdom Germany Qatar United Kingdom Belgium Germany United Kingdom United Kingdom Germany EUR USD GBP EUR EUR EUR EUR EUR USD EUR EUR CAD GBP EUR EUR GBP EUR EUR GBP GBP EUR GBP EUR 200,000.00 490,000.00 100,000.00 400,000.00 300,000.00 100,000.00 150,000.00 40,000.00 150,000.00 100,000.00 500,000.00 500,000.00 170,000.00 70,000.00 180,000.00 80,000.00 180,000.00 300,000.00 200,000.00 100,000.00 150,000.00 100,000.00 400,000.00 2000000865 2000001139 LENLEY’S FURNISHERS UNION COMMERCIALE POUR GB201519313 FR30421118910 United Kingdom France 50 85% 85% 85% 85% 70% 85% 85% 85% 85% 85% 85% 85% 85% 85% 85% 80% 85% 85% 85% 85% 85% 85% 85% 85% 80% 85% 85% 85% 85% 85% 85% 85% 85% 85% 70% 85% 85% 85% 85% 85% 85% 85% 85% 80% 85% 85% 85% 85% 85% 85% 85% 85% L’EQUIPEMENT DODENHOF POSTHAUSEN KG ISKU KOTIOY FRANK KNIGHTON & SONS Leekes of Llantrisant DAN FLICKINGER, INC. DODENHOF KALTENKIRCHEN KG ROELANDT LUC MEUBELEN LUCAS XXXLutz Filial KEENS INTERIORS Möbelstadt Rück GmbH & Co. KG 2000008003 2000001392 2000000518 2000013215 2000003803 2000007997 2000000151 2000014015 2000016237 2000015081 2000000632 FINKE THUERINGEN GMBH & CO. KG 2000000198 2000012358 2000001152 2000000979 N. V. ZIT-IDEE + DROOM IDEE H&H RETAIL LIMITED MASTER PIEL CONFORT SA HOFMEISTER GMBH - 2000012652 2000000561 2000000597 2000001453 EINRICHTUNGSHAUS Kika Nabytek S.R.O. MEUBELSHOPPING 2000 NV ASKO Nabytek s.r.o. MEO D.O.O. ZA TRGOVINU NAMJESTAEM DE177367991 FU8314964 GB411286285 GB135044206 151467578 DEI 89606459 BE0582080964 SE516407716501 GB331784554 DE120640693 DE155923590 BE0427833148 GB695474580 ESA58579947 DE144993850 Germany Finland United Kingdom United Kingdom United States Germany Belgium Sweden United Kingdom Germany Germany Belgium United Kingdom Spain Germany CZ27127133 BE0436059045 CZ41193946 HR41347214480 Czech Republic Belgium Czech Republic Croatia EUR EUR GBP GBP USD EUR EUR EUR GBP EUR EUR EUR GBP EUR EUR EUR EUR EUR EUR 220,000.00 100,000.00 100,000.00 500,000.00 121,000.00 190,000.00 150,000.00 200,000.00 70,000.00 80,000.00 120,000.00 200,000.00 100,000.00 50,000.00 160,000.00 100,000.00 200,000.00 80,000.00 50,000.00 85% 85% 85% 85% 85% 85% 85% 85% 85% 85% 85% 85% 85% 85% 85% 80% 85% 80% 70% 2000000740 BRAUN MOEBEL CENTER GMBH + DE146885948 Germany EUR 207,000.00 85% CO KG NV DE VERENIGDE MEUBELFABRIEKEN BE0436138130 Belgium EUR 100,000.00 85% 2000000160 2000000231 2000018466 2000003817 2000000578 2000000246 2000000043 2000002490 2000010795 2000006615 2000016992 2000002929 2000017872 2000004183 2000003202 2000000966 2000000025 2000000256 2000000847 2000000325 2000002546 2000014412 2000015341 2000013370 2000001334 2000003049 2000000497 2000018663 2000001175 2000001184 NIJMAN INTERNATIONAL B.V. AMERICAN RETAIL CORPORATION SAM LEVITZ FURNITURE CO. INC. JW TASKER + SON Ltd VASTIAU-GODEAU NV MONIKIDS N.V. ORTIZ VIZCAINO, S.L. ROOMES FURNITURE AND NL004520142B01 108094186 35969039 GB174815054 BE0400922972 BE0424707471 ESB35406560 GB246073175 INTERIORS MOEBEL KROEGER HANDELS Katowickie Przedsiębiorstwo MACALLISTER FURNISHINGS LTD. Möbel Schulenburg Vertriebs GmbH THREE J CORPORATION EASTSLEEP LTD. MEUBELEN TORREKENS NV GLASSWELLS LTD WOHN-CENTER SPILGER GMBH & CO. RALF PETER WALLACH MOEBELHAUS GMBH LAMBERMONT & FILS SA SOFACTORY S.L.U. JARROLDS NIETO SANCHEZ ANDALUCIA, S.L. NCF Furnishings Ltd SANIMEX 1 SPOLKA Z OGRANICZONA ODPO MOEBELHOF INGOLSTADT GMBH & CO. KG Netherlands United States United States United Kingdom Belgium Belgium Spain United Kingdom Germany Poland United Kingdom Germany United States United Kingdom Belgium United Kingdom Germany EUR USD USD GBP EUR EUR EUR GBP EUR EUR GBP EUR USD GBP EUR GBP EUR 220,000.00 400,000.00 70,000.00 80,000.00 300,000.00 120,000.00 50,000.00 100,000.00 50,000.00 350,000.00 150,000.00 50,000.00 50,000.00 50,000.00 250,000.00 35,000.00 90,000.00 85% 85% 85% 85% 85% 85% 85% 85% 85% 80% 85% 85% 85% 85% 85% 85% 85% DE812924424 PL6340197476 GB296540136 DE116633278 69986487 GB188550723 BE0414673020 GB102720426 DEI31878089 DE115123867 Germany EUR 50,000.00 85% BE0439131074 ESB01339902 GB651059646 ESB14942452 GB855934877 PL6310005093 Belgium Spain United Kingdom Spain United Kingdom Poland EUR EUR GBP EUR GBP EUR 450,000.00 40,000.00 80,000.00 50,000.00 80,000.00 125,000.00 85% 85% 85% 85% 85% 80% DE258940194 Germany EUR 50,000.00 85% MEUBELEN NEVEN NV Möbelzentrum Pforzheim GmbH SOUTHON & CO.LTD. ARKA ALEKSANDER CZARNY I BE0439366448 DE295288144 GB188127832 PL6780029464 Belgium Germany United Kingdom Poland EUR EUR GBP EUR 300,000.00 50,000.00 50,000.00 400,000.00 85% 85% 85% 80% 51 2000000173 2000000934 2000002769 WSPOLNICY PRIMALUX NV FINKE OBERHAUSEN GMBH &CO KG MOEBEL WANNINGER E.K. /MOEBEL- CENTE BE0406766926 DE247738883 DE2000001065 Belgium Germany Germany 2000001208 2000014098 PARK FURNISHERS (BRISTOL) LTD CONCEPT LIVING LIMITED T/A GB303209116 GB988225572 United Kingdom United Kingdom EUR EUR EUR GBP GBP 200,000.00 80,000.00 90,000.00 30,000.00 50,000.00 85% 85% 85% 85% 85% 2000000373 2000000505 2000003153 2000001111 2000015033 2000002590 2000000347 2000011074 2000000143 2000004368 2000000175 2000013901 2000003633 2000018080 LOFT LIV WILLIAM MAITLAND LTD ‘MAITLANDS’ TROEF NV GESTICOM C.B. ESPACE CUIR BENELUX Rutar GmbH & Co. KG INTERBEL BVBA ARIGHI BIANCHI + CO LTD Furn Trade GmbH SEDIA CENTER NV + WEBA DEINZE LEON’S FURNITURE LIMITED SA COMPAGNIE RENNAISE D’EQUIPEMENT SOFAGER S.L. R.C. WILLEY HOME FURNISHING INC BEIJING VALUE CONCEPT TRADE LIMITED GB265411275 United Kingdom GBP 80,000.00 85% BE0421093133 ESE38934188 BE0425129818 ATU25890907 BE0457880382 GB157906634 DE272686350 BE0419102950 205300379 FR22315843029 ESB63321269 Belgium Spain Belgium Austria Belgium United Kingdom Germany Belgium Canada France Spain United States China EUR EUR EUR EUR EUR GBP EUR EUR CAD EUR EUR USD USD 100,000.00 100,000.00 70,000.00 70,000.00 40,000.00 80,000.00 75,000.00 415,000.00 485,000.00 60,000.00 50,000.00 607,000.00 2,300,000.00 85% 85% 85% 85% 85% 85% 85% 85% 85% 85% 85% 85% 75% 2000012473 HEFEI WANLIBAO IRON ART AND China USD 200,000.00 75% FURNITU 52 On the date of each offer the Assigner must send to the Assignee and the Portfolio Manager the New Invoices File with the following information: ATTACHMENT 11 - NEW INVOICES FILE MODEL New Invoices File: the file lists the invoices for the Eligible Credits assigned at each Offer Date: key O debtor id 0 key field is defined by the Originator who identifies the credit in a unique manner Corresponds to the “CodOriginatorAnag” in the database listing (invoice debtor code) creditor id Invoice/Credit_No O Credit/invoice number F Corresponds to the “CodOriginatorAnag ” in the database listing (invoice creditor code) decree code F Payment injunction code in the case of unpaid invoices for which legal proceedings have been initiated Credit/INVOICE_DATE DUE_DATE purchase_value O O O invoice/document/credit date value at which the SPV buys the invoice amount - discount. Number with two decimal places, real decimal point “,” Credit due date For payments in instalments (e.g. 3 instalments); use three lines with different unique keys for the amounts with the three respective due dates Amount [illegible] O Credit amount, instalment amount alphanumeric integer integer alphanumeric integer date date real number real number 53 Credit Limit F Credit limit FROM_DATE 0 TO_DATE F assigned credit validity start date (can be set as the invoice date or the date of assignment) Credit validity end date (dd/mm/yyyy format; blank or set to 31/12/9999 if the credit is active; otherwise the effective date of cancellation of credit) real number date date Insured credit Amount of Capital Amount of Interest Amount of Expenses F 0 (No) / 1 (Yes) integer 1 payment method code F F F [Translator’s note: unfortunately it is not possible to translate this “label” without a reference context - Impossibile tradurre questo “messaggio“etichetta” fuori contesto] [Translator’s note: unfortunately it is not possible to translate this “label” without a reference context - Impossibile tradurre questo “messaggio“etichetta” fuori contesto] [Translator’s note: unfortunately it is not possible to translate this “label” without a reference context - Impossibile tradurre questo “messaggio“etichetta” fuori contesto] real number real number real number ORIG_TYPE durationid Asset cancellation Transaction currency Non- performance Concession Surveillance Asset_code O Asset_code loan_status_code credit_purpose_code Interest code O O O F O O O O* O* O 0 see AssetTypesSurveillance worksheet. see AssetTypes worksheet Credit status (see “loan Status” worksheet) (see CreditPurpose worksheet) Type of Rate of Interest code (see interestcodes worksheet) Payment method code for the amounts to be cashed in by the SPV (see PaymentMethodCode worksheet) see Originator Type worksheet. see OriginalTerm worksheet (Original credit term). 1 = cancelled 0 = not cancelled To be set to: 0 = no; 1 = yes To be set to: 0 = no; 1 = yes integer integer integer integer alphanumeric integer alphanumeric integer integer integer integer integer 1 6 54 ATTACHMENT 12 - PRESENTATION OF NEW DEBTORS FILE Field Name Assigner Customer code VAT number Company Name Euler Hermes ID Address Post Code City Province Region Country Number of months under contract Payment Terms Revenue of the Previous Year Revenue of the Current Year Expected Revenue of the Current Year Amount of Outstanding Credit Past due Credits Insurance Credit Limit Coverage Percentage Euler Hermes Grade Description Assigner Customer code Customer Tax ID Customer Company Name Identification code assigned by the Insurance Company Address Post Code City Province Region Country Mm Terms of deferment of contractual payments Revenue generated by Assigner for the Customer Revenue generated by Assigner for the Customer Expected revenue generated by Assigner for the Customer Residual credit at the date of presentation towards the Customer Residual past due credit at the date of presentation towards the Customer Amount covered by the Insurance Company Insurance Coverage Percentage Grade assigned by the Insurance Company to the Eligible Debtor ATTACHMENT 13 - ID DATA AND CREDIT LIMIT CHANGES FILE Field Name Customer code Company Name Euler Hermes ID VAT number Address City Country Insurance Cover Yes/No Insurance Credit Limit Coverage Percentage Euler Hermes Grade Type of Change Description Eligible Debtor Code Company Name of Eligible Debtor Identification code assigned by the Insurance Company Tax code of Eligible Debtor Address City Country Whether or not credits with Eligible Debtor are covered by an Insurance Policy Amount covered by the Insurance Company Insurance Coverage Percentage Grade assigned by the Insurance Company to the Eligible Debtor Indicate whether change involves identification data (Ana) or the Credit Limit (fido) or both (A/F) 55 If you agree that the above terms and conditions reflect our agreement, please have the above text incorporated into a letter with your signature to indicate your acceptance and kindly forward the letter to the following address: Natuzzi S.p.A., Via lazzitiello No. 47, 70029, Santeramo in Colle (BA), for the attention of Dr. Vittorio Notarpietro. ************* Yours faithfully, Natuzzi S.p.A. Special Legal Representative Dr. Vittorio Notarpietro SIGNED We hereby undersign this document to express our total acceptance of your proposed Framework Agreement for the Assignment of Receivables. ******************* Muttley S.r.l. [SIGNATURE] Dr. Daniela Beltramelli Legal Representative 56 Organizational Structure Exhibit 8.1 Natuzzi S.p.A. is the parent company of the Natuzzi Group. As of March 31, 2016, the Company’s principal operating subsidiaries were: Name Italsofa Nordeste LTDA ............................................................................................................................................................................................ Italsofa Shanghai Ltd ................................................................................................................................................................................................. Natuzzi China (Shanghai) Ltd.................................................................................................................................................................................... Italsofa Romania SRL ................................................................................................................................................................................................ Natco S.p.A. ............................................................................................................................................................................................................... I.M.P.E. S.p.A. ........................................................................................................................................................................................................... Nacon S.p.A. .............................................................................................................................................................................................................. Lagene S.r.l. ............................................................................................................................................................................................................... Natuzzi Americas Inc. ................................................................................................................................................................................................ Natuzzi Iberica S.A. ................................................................................................................................................................................................... Natuzzi Switzerland AG ............................................................................................................................................................................................ Natuzzi Benelux S.A. ................................................................................................................................................................................................. Natuzzi Germany Gmbh ............................................................................................................................................................................................ Natuzzi Japan KK ...................................................................................................................................................................................................... Natuzzi Service Limited ............................................................................................................................................................................................ Natuzzi Trading Shanghai Ltd ................................................................................................................................................................................... Natuzzi Oceania PTI Ltd ........................................................................................................................................................................................... Natuzzi Russia OOO .................................................................................................................................................................................................. Natuzzi India Furniture PVT Ltd ............................................................................................................................................................................... Italholding S.r.l. liquidating ....................................................................................................................................................................................... Natuzzi Netherlands Holding BV .............................................................................................................................................................................. Natuzzi Trade Service S.r.l. liquidating ..................................................................................................................................................................... Softaly (Shanghai) Furniture Co., Ltd........................................................................................................................................................................ Registered office Salvador de Bahia, Brazil Shanghai, China Shanghai, China Baia Mare, Romania Santeramo in Colle, Italy Bari, Italy Santeramo in Colle, Italy Santeramo in Colle, Italy High Point, NC, USA Madrid, Spain Dietikon, Switzerland Hereentals, Belgium Köln, Germany Tokyo, Japan London, UK Shanghai, China Sydney, Australia Moscow, Russia New Delhi, India Bari, Italy Amsterdam, Holland Santeramo in Colle, Italy Shanghai, China Activity (1) (1) (1) (1) (2) (3) (4) (4) (4) (4) (4) (4) (4) (4) (4) (4) (6) (4) (4) (6) (5) (6) (1) Percentage of ownership 100.00 96.50 100.00 100.00 99.99 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 96.50 Intragroup leather dyeing and finishing (1) Manufacture and distribution (2) (3) Production and distribution of polyurethane foam (4) Services and distribution Investment holding (5) (6) Dormant See Note 1 to the Consolidated Financial Statements included in Item 18 of this Annual Report for further information on the Company’s subsidiaries. Exhibit 12.1 I, Pasquale Natuzzi, certify that: 1. I have reviewed this annual report on Form 20-F of Natuzzi S.p.A.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report; 4. The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and 5. The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting. Date: May 23, 2016 /s/ Pasquale Natuzzi Name: Pasquale Natuzzi Title: Chief Executive Officer Exhibit 12.2 I, Vittorio Notarpietro, certify that: 1. I have reviewed this annual report on Form 20-F of Natuzzi S.p.A.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report; 4. The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and 5. The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting. Date: May 23, 2016 /s/ Vittorio Notarpietro Name: Vittorio Notarpietro Title: Chief Financial Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), each of the undersigned officers of Natuzzi S.p.A. (the “Company”), does hereby certify, to such officer’s knowledge, that: The Annual Report on form 20-F for the year ended December 31, 2014 (the “Form 20-F”) of the Company fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 20-F fairly presents, in all material respects, the financial condition and results of operations of the Company. Exhibit 13.1 Dated: May 23, 2016 Dated: May 23, 2016 /s/ Pasquale Natuzzi Pasquale Natuzzi Chief Executive Officer /s/ Vittorio Notarpietro Vittorio Notarpietro Chief Financial Officer A signed original of this written statement required by Section 906 has been provided to Natuzzi S.p.A. and will be retained by Natuzzi S.p.A. and furnished to the Securities and Exchange Commission or its staff upon request. Exhibit 15. 1 May 23, 2016 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Ladies and Gentlemen: We have read Item 16F of Form 20-F dated May 23, 2016, of Natuzzi S.p.A. and are in agreement with the statements contained in paragraphs two and three therein. We have no basis to agree or disagree with other statements of the registrant contained therein. /s/ Reconta Ernst & Young S.p.A. Bari, Italy 

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