Annual Report

2001

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Annual Report

2001

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Table of Contents6 Introduction

18 Letter to our shareholders

20 Financials at a glance

23 Annual report

26 Board of Directors

27 Report on Consolidated OperatingPerformance for 2001

30 Consolidated profit and loss account

33 Review of business segments

40 Corporate governance and adoptionof self-discipline code

44 Notes to the Consolidated Financial Statements

77 Independent Auditors Report

79 Report of the Board of Statutory Auditors

2001

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A challenging year with a

great opportunity:

critically revise the development of

our business, after the

impetuous growth of the last three years

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Target

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Stand up to the

uncertain economic & financial

scenario, to create

long-term value for our shareholders

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How

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Developing anti-cyclical activities

to counterbalance

financial market and advertising slump

Strategy

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Interactive componentof Tv business

Stronger presence in fashionand luxury goods sector

Information for professionals

Internationalisationof our activity

Key Fact

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Cfn/Cnbc and La7 Gentleman

CFN/CNBC. Class Editori, the controllingshareholder of CFN, teamed withCNBC Europe, a service of NBC and DowJones & Company, to createCFN/CNBC, the first global financial newschannel in Italian.As a result of theagreement, CFN added to its broadcastline-up content from CNBC Europe,CNBC USA and CNBC Asia.

DJ-MF TECH MARKET NEWS. ClassEditori and Dow Jones Newswiresagreed to establish DJ-MF Tech MarketNews, the first Italian newsagency operating in real time and coveringhigh-tech and biotech sharesquoted worldwide.

MFWAP. Class Editori and Acotel, theinformation and communicationstechnology company, have joined forces tocreate the www.mfwap.it.The Web site isentirely dedicated to finance and permitsinvestors to follow in real time theperformances of their securities, as shownon the screens of their cell phones.

RADIO CLASSICA. Class Editori begantransmission of Radio Classica,established in september 2000, whichbroadcasts in FM, via Internet anddigital satellite.With the radio, that couplesclassical music with informationof financial and economic nature, thePublishing House completes its array ofservices in all available technological media.

FAINEX. Class Editori acquired Fainex,the third ranking supplier of financial dataover satellite.With this operation thePublishing House strengthened it’stechnological and market leadership in thefield of transmission of financial data in realtime over satellite.

MEDIASET/CLASS. Class Editori andMediaset, on the strenght of the success ofthe CFN/CNBC TV financial channel,agreed to develop a new television digitalchannel dedicated to fashion and,furthermore, established a partnership tojointly develop interactive services in thetelevision sector.

www.radioclassica.net

2001

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DJ-MF TechmarketnewsClass Professionale

CFN/CNBC AGREEMENT WITHLA7. Cfn/Cnbc, the digital televisionchannel created by Class Editori incollaboration with Cnbc, a financial newsnetwork controlled by General Electric andDow Jones, agreed with La7, Seat PagineGialle’s television channel, to supply dailycoverage of economic and financial news onan ad hoc basis, with a personalized format

GENTLEMAN. In March Class Editorilaunched a new magazine as a monthly,Gentleman, after the success reported in theperiod of test as a quarterly. Gentleman,Italy’s first magazine dedicated to men witha passion for living, proved to be a successnot only in terms of circulation but also interms of response of advertisers.

CLASS PROFESSIONALE. ClassEditori established a new company, ClassProfessionale, 51-percent controlled by ClassEditori and 49-percent owned by ItaliaOggi Editori. Class Professionale willprovide information to economics and lawprofessionals as well as developing a systemof e-learning initiatives, conferences andtraining programs.

First half2002

Highlights

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Euro million 2001 2000

REVENUES 122,3 128,2EBITDA 19,9 42,6EBIT 12,6 38,2PRE-TAX PROFIT 16,2 37EBITDA/REVENUES 16,2% 33,2%EBIT/REVENUES 10,3% 29,7%PBT/REVENUES 13,2% 28,8%

Total shares outstanding as Dec 31,2001: n. 92.295.260

FINANCIAL RESULTSEuro million 2001 2000

News Stands 16,4 31,0Subscription 37,1 29,5Advertising 54,2 55,9Others 14,5 11,7REVENUES 122,3 128,2Operating Costs 102,4 85,5EBITDA 19,9 42,6% on sales 16,2 33,2%

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Revenues 2001- Newspapers and News

Agencies 36.7%

- Electronic Publishing 22.1%

- Magazines 21.9%

- Professional Services 8.7%

- Radio Classicaand Cfn/Cnbc 7.6%

Revenues 2000- Newspapers and News

Agencies 41.8%

- Magazines 24.6%

- Electronic Publishing 18.1%

- CFN 8.2%

- Professional Products and Services 7.3%

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GIU

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Letter toour shareholders

Dear Shareholders,2001 has not been an easy year and

has negatively affected your publishinghouse’s activity and businesses. Reve-nues for the period totalled EUR122.395 million,with a net profit mar-gin that came to 9 percent, in compa-rison with revenues of EUR 128.177million and a 16 percent net profit mar-gin in 2000,a record year for the com-pany.The gross operating profit camein 2001 to EUR 19.989 million, or16.33 percent of revenues, comparedwith a gross profit of EUR 42.675 mil-lion realized in the prior year.

Given the deteriorating scenario,the management seized the oppor-tunity to critically revise the ongoingdevelopment of the business, with atwofold objective:- stand up to a more and more un-

certain and variable economic andfinancial 2002 scenario;

- develop a series of anti-cyclical ac-tivities to counterbalance financialmarket and financial advertisingslump.

So far, the company implementeda significant cost-restructuring planthat produced in the first quarter of2002 its first positive effects,with ex-penses for the period (EUR 23.2 mil-lion) dropped 5.7 percent comparedto first quarter of 2001. Besides, thepublishing house restructured its stra-tegic interests in the Internet businessand dismissed some Web companiesin which it held interests.

Circulation of the publishing hou-se’s top financial publication,MF/Mi-lano Finanza, stabilized at around130.000 average copies with a rea-dership that roughly reached 590.000readers, with one of the highest ra-tios (1/4,3) in the Italian publishingmarket. A program to increase thepercentage of subscriptions on the to-tal of circulation has been undertaken,with the objective to increase the re-lationship with our readers and thequality of the newsstand revenues.

As a result of an agreement signedwith Dow Jones & Company, besi-des, MF/Milano Finanza started to

Milan, 2001

publish every day the Italian edi-tion of the Wall Street Journal Eu-rope and entered into an agreementwith CNBC Europe, the televisionchannel owned by NBC (GeneralElectric) and Dow Jones & Company,to create Cfn/Cnbc, the first globalfinancial news network in the Ita-lian language.

New advertising format havebeen created, in order to provide toretail investors, without the analystjargon,the same information provi-ded to financial analysts and fundmanagers by top managers, with avery good response by some Italiancompanies.

Given the difficult market envi-ronment,the management has plan-ned the strategy for the next years.

Class Editori will continue to de-velop its multimedia nature, expan-ding the businesses of Cfn/Cnbc andRadio Classica.The interactive com-ponent of the television business isto be developed with the launch of

new services and applications, andwith the production of dedicated te-levision channels for individual banksor financial institutions,whereas newprojects to develop the audience ofthe radio will be put into practice.

In the same time,your publishinghouse will reinforce it’s presence inthe fashion and luxury-goods sec-tors, that include capitalizing on thesynergies between MF Fashion (thefirst newspaper on international fa-shion), and the other activities whi-ch are part of the Class Fashion di-vision.The project includes MFFMagazine, the trade publication de-dicated to fashion professionals whi-ch already has been implemented,and the launch of the first Italian te-levision channel dedicated to fashionand luxury goods, to be realized incollaboration with Mediaset, and.

To satisfy the increasing demandof professional information for eco-nomics and law careers, and for topmanagers and professionals in fi-nance,Class Editori plans to launchnew publications and develop new

initiatives under the umbrellas of Mi-lano Finanza Intelligence Unit andClass Professionale,two business unitsestablished on purpose.

Last step of our strategy will bethe internationalisation of our acti-vity, that will be pursued strengthe-ning the collaboration with Dow Jo-nes & Company, partner in varioussuccessful operations:Cfn/Cnbc,theItalian edition of the Wall Street Jour-nal and DJ MF Market News, thefirst Italian news agency operatingin real-time and covering high-te-ch and biotech shares quotedworldwide.

Paolo Panerai

Financial at a glance

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ASSETS Figures are in thousands of Euro 31.12.2000 31.12.2001

B) FIXED ASSETS:I) INTANGIBLE FIXED ASSETS 23,722 29,359II) TANGIBLE FIXED ASSETS 10,487 12,129III) FINANCIAL FIXED ASSETS 10,604 11,855

TOTAL FIXED ASSETS (B) 44,813 53,343C) CURRENT ASSETS

I) INVENTORIES 3,787 2,827II) ACCOUNTS RECEIVABLE 100,960 111,192III) CURRENT FINANCIAL ASSETS 258 258IV) CASH AND CASH EQUIVALENTS 20,605 22,171

TOTAL CURRENT ASSETS (C) 125,610 136,448D) ACCRUALS AND DEFERRALS 2,018 178TOTAL ASSETS (A + B + C + D) 172,441 189,969

MEMORANDUM ACCOUNTS Figures are in thousands of Euro 31.12.2000 31.12.2001

Guarantees released 8,683Guarantees received from third parties 119Leased assets 1,574Assets held by third parties 2,509TOTAL MEMORANDUM ACCOUNTS 12,885

LIABILITIES AND SHAREHOLDERS’ EQUITY Figures are in thousands of Euro 31.12.2000 31.12.12001

A) SHAREHOLDERS' EQUITY:I) share capital 9,135 9,229II) share premium reserve 30,030 30,643IV) legal reserve 1,504 2,544VII) other reserves:

1) reserve 15,037 30,7422) consolidation reserve 809 1,555

IX) profit (loss) for the period 21,477 11,042TOTAL 77,992 85,755Minority interests

capital and reserves 1,508 1,831profit (loss) 368 369

1,876 2,200B) RESERVES FOR RISKS AND CHARGES: 361 1,297C) STAFF SEVERANCE INDEMNITY RESERVE 1,602 2,036D) ACCOUNTS PAYABLE 76,721 84,503E) ACCRUALS AND DEFERRALS 13,889 14,178

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY (A + B + C + D + E) 172,441 189,969

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PROFIT & LOSS ACCOUNTS Figures are in thousands of Euro 31.12.2000 31.12.2001

A) VALUE OF PRODUCTION1) revenues from sales and services 122,738 119,6562) changes in inventories4) increases in value of fixed assets due to internal improvements —5) other revenues and income:

b) other revenues 5,439 2,739TOTAL 128,177 122,395B) COSTS OF PRODUCTION

6) raw materials, supplies and materials for consumption 12,693 10,5147) services 55,748 65,1418) rentals 1,936 2,3219) personnel:

a) salaries and wages 10,376 13,369b) social-welfare charges 2,599 3,504c) provision for staff severance indemnities 584 704e) other expenses 18 523

10) depreciation, amortization and writedowns:a) amortization of intangible fixed assets 2,896 5,188b) amortization of tangible fixed assets 1,583 2,137

11) changes in the inventories of raw materials, suppliesand materials for consumption (1519) 1,106

12) provisions to reserve for risks 689 32214) other operating expenses 2,378 4,833

TOTAL 89,981 109,731DIFFERENCE BETWEEN VALUE AND COSTS OF PRODUCTION (A-B) 38,196 12,664EBITDA — —C) FINANCIAL INCOME AND CHARGES

16) other financial income 1,599 1,367a) from non-current receivables:

– from affiliate companies– from other companies

c) from securities classified as current assets 14d) other financial income:

– from affiliate companies 646– other 939

17) financial chargesinterest and other financial chargesb) paid to affiliate companies — 32d) paid to others 1,729 1,254

TOTAL (16-17) (130)D) VALUATION ADJUSTMENTS TO FINANCIAL ASSETS

19) writedowns:a) of long-term equity investments (143) (1,520)

E) EXTRAORDINARY INCOME AND CHARGES20) extraordinary income:

a) capital gains 2 5,295b) other 209 2,098

21) extraordinary charges:a) capital losses on sale of assets —b) other (1,085) (2,403)

TOTAL EXTRAORDINARY ITEMS (20-21) (874) 4,990PROFIT (LOSS) BEFORE TAXES (A-B+C+D+E) 37,049 16,247

22) income taxes:a) current (15,204) (4,836)

MINORITY INTERESTS (368) (369)26) Profit (loss) for the period 21,477 11,042

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Annual Report

Share capital: EUR 9,229,525,00 fully paidRegistered office: Via Marco Burigozzo, 5, Milan, Italy

Fiscal Identification Number and Value-Added Tax Code: 08114020152Registered with the Chamber of Commerce under No. 1205471

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CLASS EDITORI S.P.A.Ordinary Meeting of the Shareholders

Via Marco Burigozzo 5, 20122 Milan, Italy

Notice of the Ordinary Meeting of Shareholders

The shareholders of Class Editori S.p.A. are hereby invited to attend the first session ofthe ordinary shareholders' meeting on 30 April 2002 at 9:00 a.m. at Via Marco Burigozzo 5,Milan, Italy. Should a second session of the meeting be required, it will be held on 9 May2002 at the same time and location. The shareholders' meeting has been convened for deliberationon the following:

Agenda

1) Presentation of the parent-company and consolidated financial statements as of 31December 2001, and reports in relation thereto prepared by the Board of Directors,the Board of Statutory Auditors and the independent accountants. Resolutions inrelation thereto.

2) Proposal to purchase the Company's own shares and the treatment of the same.

In order to participate in the meeting, shareholders must be in possession of the specialcertification released pursuant to Article 85, Paragraph 4 of Law Decree No. 58 of 24 February1998 and Article 34 of Consob Resolution No. 11768 of 23 December 1998. Such certificationmay be released by any intermediary who is a member of the centralized clearing system managedby Monte Titoli S.p.A.

hareholders who are in possession of share certificates must deliver the same to anintermediary so that the shares may be converted to book-entry form, and the certificationreferenced above may be requested.

The financial statements as of 31 December 2001 shall be made available to the publicat the Company's registered office and at Borsa Italiana S.p.A. on or before 31 March 2001.

The reports of the Board of Directors relative to the matters on the meeting agenda whichare drawn up in accordance with the law shall be made available to the public at the Company'sregistered office and at Borsa Italiana S.p.A. during the 15 days preceding the shareholders'meeting and shall remain available until the date of the meeting. Shareholders' are entitledto a copy of such reports upon request, as provided by Article 30 of the CONSOB Resolutionn. 11520 of 1 July 1998.

Milan, 25 March 2002

Victor UckmarChairman of the Board of Directors

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Board of Directors, Board of Statutory Auditors and Independent Auditors

BOARD OF DIRECTORS

Chairman Victor Uckmar

Vice Chairman/Managing Director Paolo PaneraiVice Chairman Pierluigi MagnaschiVice Chairman Vittorio Terrenghi

Directors Gabriele CapolinoMaurizio CarfagnaPaolo Del BueFrancesco LibrioMaria MartelliniLuca PaneraiAngelo Eugenio Riccardi

Note: The nature of the authority delegated to the Board of Directors is reviewed in theReport on Operating Performance in the corporate governance section.

BOARD OF STATUTORY AUDITORS

Chairman Carlo Maria MascheroniActing Auditors Lucia Cambieri Vieri Chimenti

Substitute Auditors Ferruccio GerminianiPierluigi Galbussera

The three-year mandates to the Board of Directors and the Board of Statutory Auditorsapproved at the meeting of the shareholders on 4 May 2001 will expire with the approval ofthe financial statements for the year of 2003.

INDEPENDENT AUDITORS

At a meeting on 4 May 2001, the shareholders approved the appointment of Grant ThorntonS.p.A. as the independent audit firm for the audit of the parent-company and consolidatedfinancial statements for the 2001-2003 three-year period.

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Report on Consolidated Operating Performance for 2001

The consolidated financial statements of Class Editori and subsidiaries as of 31 December2001 were closed with a pre-tax profit of EUR 16.2 million and a net profit (after taxes andearnings accruing to minority interests) of EUR 11.0 million.

The value of production for the period was EUR 122.4 million. Revenues from ordinaryoperations amounted to EUR 119.6 million compared with EUR 122.7 million for 2000, withthe resulting decrease of 2.5 percent attributable to fewer advertising revenues and to a slightreduction in the sales of MF/Milano Finanza through newsstands.

Highlights of 2001

1) With average circulation of over 87,000 copies reflecting an increase of two percentover 2000, the publication Class confirmed its leading position in its specific marketof reference in Italy. Advertising revenues for the magazine remained firm, with a 10-percent increase registered over 2000.

The Company's presence in the fashion and luxury-goods segments was intensifiedduring 2001 by capitalizing on the synergies between MF Fashion, Italy's only dailydedicated to fashion,and the other operations which are part of Class Fashion, a businessdivision started up in fall of 2001 with the objective of developing contents for bothconsumers and industry professionals. The most recent initiatives dedicated to thegeneral public include the launch of the monthly magazine,Gentleman, after a successfulpilot as a quarterly issue; the new magazine will flank Class and Luna. Anotherpublication making its debut in 2001, MFF Magazine, is the first trade magazine tobe regularly printed within days of seasonal fashion shows, featuring photographs ofnew designs, articles on new trends and feedback from buyers.

2) In 2001, the circulation of MF / Milano Finanza averaged around 135,000 copies (source:ADS data). The figure is considered particularly positive when taking into account thepoor performance of the financial markets during the year.

Following an agreement between Class Editori and Dow Jones & Company, thepublisher of The Wall Street Journal,The Asian Wall Street Journal and The Wall StreetJournal Europe, the Class Editori subsidiary,MF/Milano Finanza,began the publicationof daily supplement which features various articles from The Wall Street Journal Europetranslated into the Italian language. This section provides the MF/Milano Finanzareaders with news,analysis and insight from The Wall Street Journal on a same-day basis.MF/Milano Finanza thus has real-time access to the resources of a network of 1,800Dow Jones reporters worldwide.

As Italy's first monthly publication dedicated to personal finance M, the magazinesupplement to MF/Milano Finanza, continued to receive positive feedback during2001, partly due to the renewal of the graphics and some changes in content.

3) With revenues rising by 7 percent in comparison with 2000, the Internet area continued

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to develop in 2001, as business expanded with the Italian banking industry in particular.As of 31 December 2001, the Trading On Line platform realized in collaboration withCad.it had been adopted by almost 40% of the Italian banking system and thus continuedto enjoy a role as market leader.Working with the affiliate PMF News Editori S.p.A., the electronic publishing unitconsolidated its activity with the procurement of new, important customers amongnational banks and the full-scale operation of the activity initiated by Trading OnLine in 2000.The unit also expanded its portfolio of information and financial-analysisproducts, concluding significant agreements with strategic partners intelecommunications, the Internet and televisions sectors.

The Company completely restructured its strategic interests in the Internet business inthe second half of the year; this was partly the result of the negative developments ofthe Internet-related activity, and difficulties encountered with advertising in particular.Certain companies in which Class Editori held interests were placed into liquidation,including: Initalia Network S.p.A., Hasta S.p.A., Zerodubbi S.p.A. and Web Job S.p.A.The holdings in Initalia and Zerodubbi were written down to zero, while the interestsin Web Job S.p.A. and Hasta S.p.A. were adjusted to reflect the residual value ofshareholders’ equity.

4) After performing extremely well in 2000, the advertising market experienced significanttensions in 2001. Investments in advertising started off the year by gradually increasingbut then showed signs of weakening in the spring. This was followed by a decline inexpenditures in the final half of the year,which intensified as a result of the tragic eventsof 11 September and the economic slowdown already evident for some months.The industry closed 2001 with an overall 3.2 percent decline in revenues, with televisionadvertising down by 4.0 percent and print advertising experiencing a 2.0 percent decrease.In print advertising, the performance was mixed: ads placed with newspapers fell by 5.8percent (a decrease of 11.5 percent for national newspapers and 10.5 percent for localpapers), while ads placed with magazines were 4.4 percent higher for the year.The Company's performance was essentially in line with the market. Revenues in theperiodicals segment increased by about 2.0 percent. Though advertising for the dailynewspapers was 7.0 percent lower, the trend was better than the 11.5 percent declineat a national level. New ads for the Internet business were down by 50 percent, whilerevenues from advertising on the CFN-CNBC television channel remained in line withthe prior-year level.

5) In April 2001,Class Editori entered into an agreement with CNBC Europe, the televisionchannel owned by NBC (General Electric) and Dow Jones & Company, in order tocreate CFN/CNBC, the first global financial news network in the Italian language.The transaction was perfected through the sale to CNBC Europe of approximately20 percent of the capital of CFN, the financial television network created in 2000 byClass Editori.The transaction was carried out mostly through the transfer of CFN sharesby financial investors and to a lesser extent by Class Editori.The channel,which began broadcasting on 23 April 2001, is the first partnership betweenshareholders of the leading financial news channel worldwide and an Italian televisionnetwork.Generating a profit in its first year of activity, CFN/CNBC initially integrated itsprogramming with content from CNBC Europe, and later with the content of CNBC

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Usa and CNBC Asia. CFN/CNBC has thus become the first global Italian-languagechannel covering the world's financial markets on a real-time basis.At the same time,CNBC Europe gains access, for worldwide distribution, to reports and programsdedicated to the Italian market which are produced by Class Editori.

Overview of Strategies

Class Editori's objective is to reinforce its position as a leading information provider toconsumers and professionals following the financial, fashion and luxury-goods markets. As amultimedia operator, Class Editori serves as an ideal partner to financial service providersand companies in the fashion and luxury-goods sectors which are interested in building betterrelationships with their customers by using diverse media (daily newspapers,weekly and monthlypublications, satellite, wireless and wireline telephone, the Internet, radio and television) andthe platforms through which Class Editori operates (MF Trading and TV Banking).

Financial information

Class Editori is present in the business of financial information through: MF/MilanoFinanza; the PMF and DJ–MF Tech Market News press agencies; the CFN/CNBC televisionchannel; Radio Classica and Milano Finanza Interactive (www.milanofinanza.it). In aiming tobuild on the market positions achieved to date, the efforts in this area have gone to enrichingcontent with new supplements and sections of the print publications. The most recent initiativesin this regard include the Italian-language publication of two pages of the Wall Street Journalwith each edition of MF/Milano Finanza, and a new “Finanza e Carriere” section of MF/MilanoFinanza which features articles on the job market, interviews with leading executive searchfirms,and classified advertising.Management is currently reviewing the possibility of introducingother supplements dedicated to local businesses in order to complete the broad-based coverageof national and international events.

In 2002, additional efforts will go toward the development of the products of the MilanoFinanza Intelligence Unit (MFIU), the business division created for the purpose of providingvalue-added contents to professionals in the financial sector. Several newsletters are to belaunched by mid-2002 which will be added to the publications of DP/Analitica, the twosubsidiaries active in financial analysis and company valuation, and to the English-languagepublications, Lombard and Global Finance.

Fashion and luxury goods

The objective is to reinforce the presence in the fashion and luxury-goods sectors bycapitalizing on the synergies between MF Fashion, and the other activities which are part ofClass Fashion, namely, the monthly Gentleman and MFF Magazine, the trade publication whichis scheduled to print five editions in 2002. The Class Fashion project also includes the launchof the first Italian television channel dedicated to fashion and luxury goods, to be realized incollaboration with Mediaset.

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Digital television

In 2002, the interactive component of the television business is to be developed with thelaunch of new services and applications. A home banking service made available throughCFN/CNBC as from November 2001 already allows subscribers to receive information ondemand and to send information to their banks through PUSH technology. In the next fewmonths, subscribers will be able to manage their current accounts and effect transactions. Theproject represents the first step in the development of interactive television by Class Editori,and is expected to lead to the production of dedicated television channels for individual banksor financial institutions.

The production of contents for third parties is another area to be developed by CFN/CNBC,which began servicing La7, Seat Pagine Gialle’s television network, on 18 March 2002 with afeed of 40 minutes per day of financial and economic news.

Content provision

In support of the principles inherent to its business, Class Editori intends to enter intoother agreements to act as a contents supplier, including for platforms other than television.The agreement between e-Class and Telecom Italia Domestic Wirelines is one example. Underthis agreement, e-Class, the Class Editori subsidiary active in electronic publishing, suppliesinformation to the Internet portal www.Info412,it and to the voice portal “Dimmi tutto” regarding:companies listed on the Italian Exchange; principal Italian and foreign market indices; andforeign exchange rates.

Consolidated profit and loss account

Following are summary data from the reclassified consolidated profit and loss statementof Class Editori S.p.A.

2000 2001

Sales revenues 128,177 122,395 Operating expenses 85,502 102,406 Gross margin 42,675 19,989 Depreciation and amortization 4,479 7,325 Operating profit 38,196 12,664% of revenues 29,8% 10,4%Net financial charges (130) 113Extraordinary charges (874) 4,990Adjustments to the value of financial assets (143) (1520)Profit before taxes 37,049 16,247% of revenues 28,9% 13,3%Income taxes (15,204) (4,836)Minority interests (368) (369)Net profit 21,477 11,042% of revenues 16,7% 9,0%

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Revenues include the following:

Operating expenditures are summarized in the following table

Expenditures for services are summarized in the following table:

Operating expenses do not include amortization and depreciation charges which wentfrom a total of EUR 4.5 million in 2000 to EUR 7.3 million in 2001.

Net financial income in 2001 amounted to EUR 0.1 million versus net charges of EUR0.1 million in 2000.

2000 2001

Newsstand revenues 31,018 16,449Subscription revenues 29,541 37,168 Advertising revenues 55,887 54,265 Other 11,731 14,513 TOTAL REVENUES 128,177 122,395

2000 2001

Purchases 12,693 10,514Services 55,748 65,141Rentals 1,936 2,321 Personnel expense 13,577 18,100 Change in inventories (1,519) 1,106 Other 3,067 5,224TOTAL OPERATING EXPENSES 85,502 102,406

(amounts in EUR 000’s) 2000 2001

Production expenses 29,088 30,970Editing expenses 4,744 5,146Marketing and advertising 12,895 17,533 Newspaper distribution and procurement of financial data 5,887 7,688 Other 3,134 3,804 TOTAL SERVICES 55,748 65,141

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Consolidated balance sheet

Following is a summary of the reclassified consolidated balance sheet as of 31 December2000 and 2001:

Trade accounts receivable rose from EUR 101.0 million as of 31 December 2000 to EUR111.2 million as of 31 December 2001, with details provided in the following table:

The amounts due from affiliate companies cover trade receivables due from Italia OggiEditori Erinne S.r.l.

The amounts due from others mainly consist of advance payments of taxes, publishinggrants receivable and other credits of a financial nature, with the change in the balanceoutstanding between the two year ends principally due to receivables arising from the advancepayment of taxes.

The change in reserves is attributable to the increase in the staff severance indemnityreserve and to the increase in the reserve for risks.

Aggregate shareholders' equity as of 31 December 2001 totalled EUR 85.8 million versusEUR 78.0 million as of 31 December 2000.

For information on the consolidation principles and criteria, reference is made to the notesto the financial statements.

(amounts in EUR 000’s) 2000 2001

Trade accounts receivable 100,960 111,192 Inventory 3,787 2,827 Trade accounts payable (35,189) (37,775) Other liabilities (37,299) (38,225)Tangible fixed assets, net 10,487 12,129 Intangible fixed assets, net 23,722 29,359 Financial fixed assets 10,604 11,855 Reserves -1,963 -3,333 INVESTED CAPITAL 75,109 88,029 Shareholders’ equity 77,992 85,755Minority interests 1,876 2,200NET DEBT 4,759 (74)

(amounts in EUR 000’s) 2000 2001

Due from customers 67,656 66,693Due from subsidiaries -- 1,637Due from affiliates 14,250 22,981 Due from others 19,054 19,881 TOTAL 100,960 111,192

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Stock market performance

Review of business segments

A) NEWSPAPERS AND AGENCIESThe business segment includes the company,Milano Finanza Editori S.p.A.,which publishes

MF/Milano Finanza, and the news agencies EXCO S.r.l. and PMF News.Average circulation in the reference market (financial and economic publications sold on

a national scale, including MF/Milano Finanza, Italia Oggi and Il Sole 24 Ore) decreasedby a slight 3.4 percent in 2001, going from 650,000 copies per day in 2000 to around 628,000copies in 2001 (source: ADS data).

MF/Milano Finanza’s average circulation went from 165,300 copies in 2000 to 135,000copies in 2001 (-18.2 percent) mainly as a result of the negative performance of the financialmarkets.

The 2001 results* for the business segment are summarized as follows:

The decrease of revenues is due to the decrease in circulation indicated above and to loweradvertising revenues which fell by a rate that was below the 11.5 percent decline registeredby the market (source: FIEG).

The decrease of the contribution margin is the direct consequence of the trend of revenues,which was only partially mitigated by the containment of variable expenses. As a result, theratio of the contribution margin to revenues returned to the 1999 level, going from 51.4 percentin 2000 to 45 percent in 2001.

2000 2001

Minimum share price during the year (EUR) 9.82 2.09Maximum share price during the year (EUR) 21.70 12.32 Total volume of shares traded 95,820,500 102,816,000 Minimum capitalization (EUR mn) 897 191Maximum capitalization (EUR mn) 1,982 1,137Average capitalization (EUR mn) 1,493 669Number of shares 91,344,200 92,295,260Earnings per share (EUR cents) 23.5 12.0

(amounts in EUR 000's) 2000 2001 Change % Change

Revenues 53,550 44,952 -8,598 -16.1%Direct operating expenses 26,012 24,704 -1,308 -5.0%Contribution margin 27,539 20,248 -7,291 -26.5%% of revenues 51.4% 45.0%

* data reclassified by management

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B) MAGAZINESThe segment includes the following companies: Class Editori S.p.A.,Edis,Campus Editori,

Lombard Editori and Global Finance.The Group’s publications Class and Luna fall within the high end of the market for

specialized men’s and women’s magazines, respectively.The market for these types of publicationsexperienced a slight 1.1 increase in circulation in 2001, while the circulation figures for theGroup’s publications were down by 6.0 percent, with market share shifting from 12.0 percentto 11.3 percent. Most of the decrease came from the women’s magazine.

Class maintained its leadership position at the high end of the men's magazine marketwith average circulation of 87,000 copies reflecting growth of 2.3 percent over 2000 (source:ADS data).

The 2001 results* for the business segment are summarized as follows:

Advertising revenues include EUR 5.6 million of advertising for the account of Italia Oggi;such revenues were partially re-invoiced by Italia Oggi to the advertising concessionaire andthus are included in operating expenses.

The decline in the ratio of the contribution margin to revenues is due to lower advertisingrevenues in the women's magazine segment which were not accompanied by a correspondingreduction in expenses. Measures to secure savings on expenditures for paper, printing andoverhead were implemented near the end of the year and should yield benefits as of 2002.

(Average number of copies) 2000 2001 % Change

Market* 891,425 901,294 +1.1% Class Editori 108,159 101,654 -6.0%

* The market includes the following publications: Class, Capital, Gulliver, Carnet, Dove, Luna, Marie Claire, Elle andVogue Italia.

(amounts in EUR 000's) 2000 2001 Change % Change

Revenues 31,508 26,868 -4,640 -14.7% Direct operating expenses 24,356 23,210 -1,146 -4.7% Contribution margin 7,152 3,657 -3,495 -48.9% % of revenues 22.7% 13.6%

* data reclassified by management

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C) ELECTRONIC PUBLISHINGThe business segment includes the following companies: e-Class S.p.A., Milano Finanza

Service S.r.l. and Fainex S.p.A.Given the contribution in 2001 of Fainex S.p.A., e-Class S.p.A. managed to grow its market

share in the banking industry, and currently services about 40 percent of bank branchesnationwide.

The 2001 results* for the business segment are summarized as follows:

The values set forth in the table incorporate a change in the area of consolidation, andspecifically, the inclusion of Fainex S.p.A. as of 2001; this company accounted for EUR 3.4million of revenues and EUR 2.9 million of operating expenses for the year.

Other direct expenses rose by about EUR 1.7 million mainly as the result of a highercost for procuring data from information providers. In particular, the cost of the data providedby Borsa Italiana S.p.A. rose by over EUR 1.0 million.

D) PROFESSIONAL SERVICESThe business segment includes the following companies: Classpi, Class Click, MF

Conference and DP Analisi. The breakdown of revenues* by type of activity is provided inthe table below:

Revenues from projects relate to Europass, a project concluded in 2000.Classpi generates its revenues as a sub-concessionaire for the sale of print advertising

for all of the publications of the Group. Class Click is a sub-concessionare for Internet, radioand television advertising.

The increase in revenues realized from conferences and trade fairs is a continuation ofthe positive trend of recent years, and serves as the basis for further development of this activityin 2002.

(amounts in EUR 000's) 2000 2001 Change % Change

Revenues 23,152 27,129 3,977 17.2%Direct operating expenses 12,743 17,374 4,630 36.3%Contribution margin 10,409 9,756 -653 -6.3%% of revenues 45.0% 36.0%

* data reclassified by management

(revenues in EUR 000's) 2000 2001 Change % Change

Conferences / trade fairs 2,989 3,675 686 23.0%Projects 413 0 -413 NsDP/Analitica 54 36 -18 NsAdvertising concessionaire 5,934 5,684 -250 -4.2%Total Revenues 9,390 9,395 5 0.1%

* data reclassified by management

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The 2001 results* for the business segment are summarized as follows:

E) TELEVISION AND RADIO The business segment operates through CFN-Class Financial Network S.p.A. and Radio

Classica S.r.l.CFN, the digital television channel, began operating at the end of March 2000 as the

only Italian digital channel entirely dedicated to finance.As a result of the transaction describedabove, the name of the channel was changed in 2001 to CFN/CNBC.

Radio Classica began broadcasting in 2001, closing its first year at breakeven.

The 2001 results* for the business segment are summarized as follows:

The 2000 data refer to the television activity only. The radio station accounted for aroundEUR 1.7 million of revenues in 2001, and around EUR 0.5 million of expenses.

Trend of operations of principal subsidiaries

Following is information on subsidiary companies:

- Alfa Media S.r.l.: The company, with its registered office in Milano, is the owner ofthe publication, In Aereo.The company closed 2001 with a loss of EUR 941,000. ClassEditori S.p.A. maintains a commercial relationship with Alfa Media, and as of 31December 2001, had a trade receivable due from the company for EUR 262,000.

- Campus Editori S.r.l.: The company, with its registered office in Milan, is the publisher and owner of the publication, Campus, of the local editions of Tutto Università and theorganizer of the Salone dello Studente trade fairs held at various Italian universities.In 2001, the company generated revenues from sales and services of EUR 3,481,000,and closed the period with a net profit of EUR 26,300.As of 31 December 2001, Class

(amount in EUR 000's) 2000 2001 Change % Change

Revenues 9,390 9,395 5 0.1%Direct operating expenses 7,578 7,493 -85 -1.1%Contribution margin 1,812 1,902 90 5.0%% of revenues 19.3% 20.2%

* data reclassified by management

(amount in EUR 000's) 2000 2001 Change % Change

Revenues 10,577 10,738 161 1.5%Direct operating expenses 7,836 7,976 140 1.8%Contribution margin 2,741 2,762 21 0.8%% of revenues 25.9% 25.7%

* data reclassified by management

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Editori S.p.A. had receivables from the company in the amount of EUR 4,151,000, mostof which were of a financial nature.As of the same date, Class Editori S.p.A. had a tradepayable due to Campus Editor in the amount of EUR 2,866,000.

- Radio Classica S.r.l.: The company, with its registered office in Milan, operates in thearea of radio broadcasting with a mix of classical music and economic and financialnews. In 2001, the company achieved revenues per EUR 1.709 million and closed theyear with a pre-tax profit of EUR 61,625 (net profit of EUR 13,587).As of 31 December2001, Class Editori S.p.A. had receivables due from the subsidiary in the amount ofEUR 6.739 million,most of which were of a financial nature,and trade accounts payablein the amount of EUR 1.207 million.

- CFN/CNBC Holding B.V.: The company, with its registered office in the Netherlands,holds a controlling interest in CFN-Class Financial Network S.p.A.As of 31 December2001, the subsidiary owed Class Editori S.p.A. EUR 5.169 million for the payment ofdividends, whereas the receivables from the parent amounted to EUR 6.408 million.

- PMF News Editori S.p.A: The company, with its registered office in Milan, heads upthe PMF News Agency. Revenues for 2001 came to EUR 18,733,000, and pre-tax profitwas EUR 85,700 (net profit of EUR 54,100). As of 31 December 2001, Class EditoriS.p.A. had receivables from PMF in the amount of EUR 10,140,000, and payables tothe subsidiary in the amount of EUR 7,434,000.

- Country Class Editore S.r.l.: The company, with its registered office in Milan, is theowner of the publication Case & Country. The company closed 2001 with a pre-taxprofit of EUR 949 (net profit of EUR 666).

- Edis S.r.l.: The company, with its registered office in Milan, is the publisher of Luna.In 2001, the company realized revenues of EUR 4,258,000, and closed the period witha pre-tax profit of EUR 69,300 (net profit of EUR 3,200). As of 31 December 2001,Class Editori S.p.A. had receivables due from the subsidiary in the amount of EUR5,315,000 and payables due to Edis in the amount of EUR 5,096,000, most of whichwere relative to transactions in the normal course of business.

- Lombard Editori S.r.l.:The company, with its registered office in Milan, is the publisherand owner of the magazine Lombard. In 2001, the company achieved revenues fromsales and services in the amount of EUR 556,000. The subsidiary closed the year witha pre-tax profit of EUR 17,800 (net profit of EUR 1,300). As of 31 December 2001,Class Editori S.p.A. had receivables due from the subsidiary in the amount of EUR536,000, and payables due to Lombard for EUR 997,000.

- MF Conference S.r.l.: The company, with its registered office in Milan, organizesconferences and trade fairs. In 2001, the company generated EUR 2,703,000 of revenuesfrom sales and services, and a pre-tax profit of EUR 163,000 (net profit of EUR 83,300).Class Editori S.p.A.'s receivables due from MF Conference S.r.l. as of 31 December2001 amounted to EUR 648,000,most of which were trade-related;as of the same date,Class Editori S.p.A. had payables of EUR 818,000 to the subsidiary.

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- Milano Finanza Editori S.p.A.:The company, with its registered office in Milan, closed2001 with a pre-tax profit of EUR 2,054,000 (net profit of EUR 1,048,000). The pre-tax earnings were thus in line with 2000. Revenues from sales and services amountedto EUR 43,830,000.As of 31 December 2001, Class Editori S.p.A. had a total of EUR 42,854,000 inreceivables from the subsidiary relative to transactions in the normal course of business,the chargeback of general expenses, personnel expenses and interest. As of the samedate, Class Editori S.p.A. had payables to Milano Finanza Editori S.p.A. in the amountof EUR 35,807,000 .

- Milano Finanza Service S.r.l.:The company, with its registered office in Milan,operatesin electronic publishing. In 2001, revenues and other income totalled EUR 4,205,000.The subsidiary closed the year with a pre-tax profit of EUR 218,200 (net profit of EUR56,200). As of 31 December 2001, Class Editori S.p.A. had receivables from MilanoFinanza Service S.r.l. in the amount of EUR 4,916,000, inclusive of loans totalling EUR1,409,000. As of the same date, Class Editori S.p.A. owed the subsidiary a total ofEUR 212,000.

- Yachting Class S.r.l.:The company,with its registered office in Milan, is active in nauticalcharters. In 2001, revenues from sales and services came to EUR 145,000.The subsidiaryclosed the period with a loss of EUR 800 (profit of EUR 900 before taxes). As of 31December 2001,Class Editori S.p.A. had receivables from the subsidiary in the amountof EUR 217,000, mostly for loans, while trade payables to the subsidiary amounted toEUR 167,000.

- Classpi-Class Advertising S.p.A.:The company,with its registered office in Milan,closedthe 2001 with a pre-tax profit of EUR 367,300 (net profit of EUR 35,800).The revenuesamounted to EUR 11,028,000. As of 31 December 2001, Class Editori S.p.A. hadreceivables from the subsidiary in the amount of EUR 25,716,000 due to the sale ofadvertising; as of the same date, Class Editori S.p.A. owed Classpi a total of EUR26,831,000, most of which was for financial transactions.

- EX.CO News S.r.l.:The company, with its registered office in Milan,operates as a pressagency, and closed 2001 with a pre-tax profit of EUR 6,200 (net profit of EUR 4,100).Revenues and other income for the period came to EUR 12,000. As of 31 December2001, Class Editori S.p.A. had receivables from the subsidiary in the amount of EUR704,000 arising from the chargeback of operating expenses.

- DP Analisi Finanziaria S.r.l.:The company, with its registered office in Milan, is activein financial statement analysis, and closed 2001 with a pre-tax profit of EUR 11,300 (netprofit of EUR 1,800) and revenues of EUR 191,000. As of 31 December 2001, ClassEditori S.p.A.had receivables from the subsidiary in the amount of EUR 361,000 arisingfrom the chargeback of operating expenses and advances, and payables in the amountof EUR 155,000.

- e-Class S.p.A.:The company, with its registered office in Milan, is active in the satellitetransmission of data and financial news. It closed 2001 with a pre-tax profit of EUR1,046,700 (net profit of EUR 470,700) and revenues of EUR 19,506,000. As of 31December 2001,Class Editori S.p.A. had receivables from the subsidiary in the amount

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of EUR 18,763,000, most of which were relative to transactions in the normal courseof business; payables as of the same date totalled EUR 74,000.

- C.F.N. Class Financial Network S.p.A.:The company, with its registered office in Milan,was set up in November 1998; it closed 2001 with a pre-tax profit of EUR 1,264,000 (netprofit of EUR 561,600) and revenues of EUR 11,128,000. As of 31 December 2001,Class Editori S.p.A.had receivables from the subsidiary in the amount of EUR 8,376,000,all of which were relative to transactions in the normal course of business; payables,mostly of a financial nature, came to EUR 1,461,000 as of the same date.

- Global Finance Media Inc.:The company, with its operational head office in New York,is the owner and publisher of the publication Global Finance.During 2001, the companyrealized revenues of USD 3.1 million and sustained a loss of USD 1,345 million.As of31 December 2001, Class Editori S.p.A. had receivables from the subsidiary in theamount of EUR 1,877,000.

- Fainex S.p.A.: The company, with its operational head office in Vicenza, generatedrevenues of EUR 3,362,000 in 2001, closed the year with a pre-tax profit of EUR 486,500(net profit of EUR 265,000).As of 31 December 2001,Class Editori S.p.A.had receivablesfrom the subsidiary in the amount of EUR 2,700, and payables in the amount of EUR755,000.

During 2001, Class Editori S.p.A. purchased 50 percent of the company, Telesia, whoseafter-tax loss for the year came to EUR 119,700.

RELATIONSHIPS WITH RELATED PARTIESClass Editori S.p.A. has no relationships with related parties other than those with the

subsidiaries and affiliates whose results are included in the consolidated financial statements.

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Financial position

As of 31 December 2001, the consolidated financial position was a surplus of EUR22,429,000.

Personnel

Corporate governance and adoption of self-discipline code

On 26 March 2001, the Board of Directors of Class Editori S.p.A. approved the adoptionof the self-discipline code which is part of the regulatory framework established by Borsa ItalianaS.p.A. for publicly traded companies

BOARD OF DIRECTORS • Role of the Board of Directors and delegation of authority

Although not provided by the by-laws, the Board of Directors meets at least four timeper annum in order to review the trend of operations; the quarterly, semi-annual andannual results; and significant transactions.During 2001, the Board of Directors held 11 meetings.The Board of Directors, which was appointed by shareholder resolution passed on 4May 2001, proceeded to nominate Vice Chairmen and a Vice Chairman/ManagingDirector, and delegated the Director, Maurizio Carfagna, with responsibility for

(in EUR 000’s) 2000 2001

Profit for the period 21,477 11,042Depreciation, amortization and increase in risk reserves and staff severance indemnity reserve 4,976 8,695Funds generated from operations 26,453 19,737Change in working capital (7,308) (5,760) Funds flow from operations and working capital 19,145 13,977Funds flow from investment activity 25,459 15,855 Change in debt 13,614 6,399 Dividends paid (3,302) (4,012) Changes in reserves and minority interests 1,141 1,057Funds flow from financing activity 11,453 3,444Change in cash and cash equivalents 5,139 1,566 Opening balance of cash and cash equivalents 15,724 20,863 Closing balance of cash and cash equivalents 20,863 22,429

2000 2001

Managers 19 25Journalists 132 116 Office employees 134 142 Manual labourers 0 1TOTAL 285 284

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coordinating relationships with institutional investors (including institutions which arenot shareholders) and with other shareholders.The Chairman and Vice Chairmen are vested with the power to act as the Company’slegal representatives with respect to third parties and in court.The Vice Chairman/Managing Director,Paolo Panerai,and the Vice Chairman,VittorioTerrenghi, are jointly and severally vested with the authority for ordinary andextraordinary administration, and the representation of the Company in the executionof the acts provided by the delegation of authority; there are no matters for which theBoard of Directors has exclusive responsibility.

• Composition of the Board of DirectorsThe Board of Directors, as appointed by shareholder resolution passed on 4 May2001 for a period of three years, consists of 11 members, including eight non-executivedirectors. The non-executive directors include four independent directors. The non-executive directors provide specific consultative input at the meetings of the Boardof Directors, thereby contributing to decisions taken in the Company's interest.

Executive directors are:Paolo PaneraiVittorio TerrenghiMaurizio Carfagna

Non-executive directors are:Victor UckmarPierluigi MagnaschiPaolo del BueAngelo RiccardiLuca PaneraiGabriele CapolinoFrancesco LibrioMaria Martellini

Non-executive, independent directors are:Victor UckmarPalo Del BueAngelo RiccardiMaria Martellini

• Independent directorsThe Board of Directors has a sufficient number of independent directors, namely,directors who do not have any economic relationships with the Company significantenough to condition the autonomy of directors' judgement with respect to the Company,its subsidiaries, the executive directors, the shareholders or group of shareholderswho control the Company. The independent directors also do not directly or indirectlycontrol a quantity of shares in the Company that would allow for exercising controlover the Company, nor are they parties to shareholder agreements which have beenexecuted for the purpose of controlling the Company.

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• Reporting to the Board of DirectorsAs part of their responsibility, Vice Chairman Vittorio Terrenghi and ViceChairman/Managing Director Paolo Panerai periodically report to the Board ofDirectors on the activities carried out during the year under their authority.They supplythe Board of Directors and the Board of Statutory Auditors with quarterly reports onthe activity of the Company and on any transactions effected by the Company or byits subsidiaries which could have a material impact on the Company's financial position,capital and earnings.

• Appointment of directorsTo date, a special committee to appoint directors has not been established, nor is sucha committee provided by the Company’s by-laws. The appointment of the directors ismade through voting lists pursuant to Article 16 of the Company’s by-laws.

• Compensation to directorsThe directors received compensation as indicated in the schedule attached to the financialstatements. On 12 September 2001, the Board of Directors established a compensationcommittee which is charged with formulating proposals for compensation to executivedirectors.The committee consists of the following three directors, two of whom are non-executive: Vittorio Terrenghi, Angelo Riccardi and Paolo Del Bue.Since the committee was established, there has been no need to come up a proposal forspecific compensation, and thus the committee has not yet passed any resolutions.

HANDLING OF CONFIDENTIAL INFORMATIONThe handling of confidential information, and particularly information which could

influence the price of the Company's shares, is the responsibility of Maurizio Carfagna whoreports to the Chairman and Managing Director. Class Editori has established directives on thehandling of information which could influence the share price. In particular, the subsidiariesare to inform the parent company about any transactions which might affect the share price,and all press releases are published subject to the approval of the Managing Director.

INTERNAL CONTROLSThe Company currently has procedures for managing the individual operating cycles, with

the managers thereof reporting to the Managing Director. The Board of Directors believes thatthis controls structure is adequate for the Company's current size, but on 12 September 2001,conferred a mandate to Gabriele Capolino to examine the issues inherent to the possible creationof an internal controls committee.

RELATIONSHIPS WITH INSTITUTIONAL INVESTORS AND OTHERSHAREHOLDERS

In complying with the procedures regarding disclosure of documents and informationabout the Company, the Chairman and the Vice Chairman/Managing Director have activelyworked toward developing communications with shareholders and institutional investors whichare based on an understanding of reciprocal roles. Meetings with the financial community inItaly and abroad are organized on a periodic basis by Maurizio Carfagna.

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SHAREHOLDERS’ MEETINGSAlthough no specific rules have been adopted for the shareholders’ meetings, the Company

encourages and facilitates the broadest participation possible by the shareholders at the meetings.

STATUTORY AUDITORSArticle 28 of the Company’s by-laws provides for the election of the statutory auditors

through list voting. Shareholder proposals for the appointment of the statutory auditors areto be deposited with the Company’s registered office at least ten days prior to the date of theshareholders' meeting or at the time of the filing of the lists.Pursuant to the by-laws, the selectionof candidates must take into account the criteria dictated by the regulations regarding theprofessional and ethical requisites of the statutory auditors of publicly traded companies, asapproved by Decree No. 162 of the Minister of Justice on 30 March 2000.

MATERIAL EVENTS SUBSEQUENT TO YEAR ENDConfirming the scenario for the second half of 2001, the performance of the advertising

market was negative in the first months of 2002.Class Editori inaugurated various publishing initiatives with the objective of creating value

for shareholders in anticipation of imminent improvement in the industry backdrop.On 5 January, the Company unveiled “Dossier Roadshow” a new advertising format

available to listed companies for developing more effective communications with shareholders.The new communications instrument assists companies in reporting the information on earningsand financial position normally provided to the financial community in a format that is moreeasily understood by the general public. ENEL and BB Biotech are the first two clients forDossier Roadshow.

In February, the content of MF/Milano Finanza was enriched with “Finanza e Carriere”,a new supplement published every Friday and Saturday which is dedicated to recruitment.The supplement contains articles on the job market, interviews with leading executive searchfirms,and classified advertising. The service is also accessible through Milano Finanza’s Internetsite (www.milanofinanza.it),which includes value-added services for companies and individuals.

The second edition of fashion/luxury goods industry trade publication, MFF Magazine,was available at newsstands in February, and was dedicated to the men’s autumn and wintercollections for 2002/2003. This edition will be followed by another in April that will featurethe women’s collections.

In March, the men’s magazine, Gentleman, was launched as a monthly publication aftera successful pilot as a quarterly issue. Surpassing forecasts, advertising for the first monthlyedition took up more than 70 pages and all came from top-grade investors.

In March, a working agreement went into effect between CFN/CNBC and La7, thetelevision station owned by Seat Pagine Gialle. CFN/CNBC is supplying La7 with real-timefinancial and economic news for a total of 40 minutes daily.

Despite the ongoing weakness of the market, the Company’s results for 2002 should beat least in line with those for 2001.

Paolo PaneraiVice Chairman/Managing DirectorBoard of Directors

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Notes to the Consolidated Financial Statements

GENERAL CRITERIAThe consolidated financial statements of Class Editori S.p.A. and subsidiaries have been

prepared in accordance with Law Decree No. 127 of 1991, and consist of the balance sheet,the profit and loss statement, and the notes to the financial statements.

The structure and content of the balance sheet and profit and loss statement are thoseas contemplated by Articles 2424 and 2425 of the Italian Civil Code. The notes to the financialstatements are prepared for the purpose of supplying an explanation and analysis of the datain the financial statements, and in some cases providing supplemental data to the financialstatements. The notes to the financial statements contain the information required by Article2427 of the Italian Civil Code, the provisions of Law Decree No. 127 of 1991 and other previouslaws.

The accounting principles used are in conformity with the principles issued by the Italianaccounting profession (“Consigli Nazionali dei Dottori Commercialisti e dei Ragionieri”).

AREA OF CONSOLIDATIONThe consolidated financial statements include the financial statements of the parent

company, Class Editori S.p.A., and of the companies in which the parent directly or indirectlyholds a controlling interest.

The list of companies included in the area of consolidation is provided as a separate scheduleto these notes.The changes occurring in the area of consolidation with respect to the previousyear include: an increase in the interest held in the subsidiary, Global Finance Media Inc.; thepurchase of a 97.61-percent interest in Fainex S.p.A.; a decrease in the investment held inClass Financial Network S.p.A.; and the acquisition of CFN/CNBC Holding B.V.

The following companies which are non-operational or in the process of liquidationhave not been consolidated on a line-by-line basis: Agefi-Class S.A., Hasta S.p.A., InitaliaNetwork S.p.A., Webjob S.p.A. and Zerodubbi S.p.A.

FINANCIAL STATEMENTS USED IN THE CONSOLIDATIONThe financial statements used in the consolidation are those approved by the shareholders

or those prepared by the directors of the individual companies for the approval of the respectiveshareholders. Such financial statements have been reclassified and adjusted where necessary inorder to bring them in line with the accounting principles and criteria adopted by the parentcompany.

CONSOLIDATION PRINCIPLESThe assets, liabilities, income and expenses of the consolidated companies are consolidated

on a line-by-line basis, with the elimination of the carrying value of the consolidated companiesagainst the net equity of the same.

The net book value of the investments in the consolidated companies has been eliminatedagainst the net equity of the companies in which the investments are held, with the concomitantline-by-line consolidation of the assets and liabilities of the consolidated companies.The differenceof EUR 8,448,000 arising therefrom, net of the relative accumulated depreciation, has been

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booked as goodwill based on estimates drawn up by the directors and is being amortized overa 30-year period.

Any income or losses realized from transactions between companies of the Group havebeen eliminated. The same treatment applies to receivables and payables, dividends and othertransactions taking place between the companies included in the consolidation.

The equity and retained earnings of minority interests have been disclosed in separateaccounts in the consolidated balance sheet, while the quota of current earnings accruing tominority interests has been shown separately in the consolidated profit and loss statement.

The conversion into euros of the balance-sheet accounts of foreign subsidiaries has beeneffected by applying exchange rates in effect as of year end,whereas the profit-and-loss accountshave been converted into euros on the basis of the average exchange rates prevailing for theyear. The differences arising from the application of different exchange rates to the balance-sheet and profit-and-loss accounts and from the conversion of the opening balance ofshareholders' equity at exchange rates in effect as of the date of the financial statements withrespect to the rates in effect as of the end of the prior year are booked directly to reserves.

Following is a summary of the exchange rates used for conversion of the financial statementaccounts:

VALUATION CRITERIA

The most significant valuation criteria adopted in the preparation of the consolidatedfinancial statements as of 31 December 2001 are summarized below. Such criteria are inconformity with those prescribed by Article 2426 of the Italian Civil Code, as well as the criteriaset forth in the accounting principles issued by the Italian accounting profession (“ConsiglioNazionale dei Dottori Commercialisti e dei Ragionieri”).

Exchange Rate as of Average Exchange Rates31.12.2001 31.12.2000 2001 2000

U.S. dollar 0.8813 0.9305 0.8956 0.8973

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INTANGIBLE FIXED ASSETSIntangible fixed assets are recorded at purchase cost, inclusive of any ancillary charges,

and are amortized on a straight-line basis in consideration of the residual possibility of usingthe assets which is in relation to the assets’ useful life. Following is a schedule of periods ofamortization used:

- Start-up and expansion costs 5 years- Studies and projects 5 years- Inaugural advertising 5 years- Support advertising 5 years- Goodwill 5 years- Goodwill arising on consolidation 30 years- Patents and trademarks 5 years- Leasehold improvements constant quotas in relation to contract term- Software 5 years- Expenditures of adaptation of premises 5 years- Costs and expenses relative to leased assets constant quotas in relation to contract term

TANGIBLE FIXED ASSETSTangible fixed assets are recorded at purchase cost, inclusive of any ancillary charges

and direct costs. Expenditures for normal maintenance are charged to the profit and lossstatement as incurred. Expenditures which have the effect of extending the useful life of theassets or increasing their safety are capitalized.

The cost of fixed assets is depreciated annually on a straight-line basis using the maximumrates allowed by fiscal regulations. Such rates are deemed appropriate to allocate the costover the estimated residual life of the asset. The depreciation rates applied are as follows:

Buildings 3%Equipment 25%Ordinary furnishings and equipment 12%Computer equipment 20%Auto vehicles 25%Generic plant 10%

In the case of assets placed in service during the year, depreciation is computed at 50percent of the rates indicated above.

FINANCIAL FIXED ASSETSInvestments in non-consolidated subsidiaries and in affiliates are valued with the net equity

method, if material and otherwise, at cost. Should the shareholders’ equity of a company inwhich an investment is held be negative, a special provision is made to a risk reserve to coverthe amount of the losses.

Investments in other companies are valued at cost, which is reduced to reflect anypermanent impairment of value.

47A N N U A L R E P O R T 2 0 0 1

INVENTORIESInventories are valued at the lower of purchase cost and market value. Purchase cost is

determined on the basis of the FIFO method in the case of raw materials, whereas goods forresale are valued on the basis of actual purchase cost. The inventory of photographs is statedat purchase cost or, in absence thereof, on the basis of market prices which are nonethelessbelow purchase cost.

RECEIVABLESReceivables are stated at their estimated realizable value.

ACCRUALS AND DEFERRALSAccruals and deferrals are booked on the basis of the matching principle.

RESERVES FOR RISKS AND CHARGESThe provisions for risks and charges are set aside to cover charges of a specific nature

which are certain or probable, but whose date of settlement or amount are not preciselyknown as of the close of the accounting period.

The provisions are estimated in accordance with the principle of prudence and by takinginto account all known elements as of the date of the preparation of the financial statements.

STAFF SEVERANCE INDEMNITY RESERVEThe staff severance indemnity reserve incorporates all amounts payable to full-time

employees in relation to the commitments in effects as of the close of the year, in accordancewith the provisions of applicable laws and labour contracts in effect.

PAYABLESPayables are reported at nominal value. Receivables and payables denominated in foreign

currency are reported on the basis of the exchange rates prevailing as of the date of thetransactions giving rise to the same.

INCOME TAXESCurrent taxes are determined on the basis of a realistic estimate of the charges to be

paid in application of prevailing fiscal laws, and the liability in relation thereto is reported inthe taxes payable account.

Deferred taxes are determined in relation to differences between the values of the assetsand liabilities reported in the financial statements and the values of the same for tax purposes(total allocation method). Deferred tax liabilities are included in taxes payable. Deferred taxassets are booked as other current receivables only if there is reasonable certainty of theirrecovery as a result of the generation of taxable income in future years.

48A N N U A L R E P O R T 2 0 0 1

RECOGNITION OF REVENUES, INCOME, EXPENSES AND CHARGESRevenues, income, expenses and charges are recognized in accordance with the matching

principle, with any accrued or deferred amounts booked to the balance sheet accounts.

MEMORANDUM ACCOUNTSGuarantees are stated at the nominal amount. Commitments are stated on the basis on

the amount of the actual obligation of the consolidated company as of the date of the financialstatements.

CONTENT AND FORM OF THE CONSOLIDATED FINANCIAL STATEMENTSFollowing is a reconciliation between the shareholders’ equity as of 31 December 2001

and the earnings for the year of 2001 of the parent company and the shareholders’ equity asof 31 December 2001 and the earnings for the year of 2001 as reported in the consolidatedfinancial statement.

COMMENTS ON THE PRINCIPAL ASSET ACCOUNTS

Intangible fixed assetsChanges in the investment of intangible fixed assets may be summarized as follows:

Balance as of 31/12/2000 23,722Net increases during the year 9,543Change in area of consolidation 1,282Amortization for the period (5,188) Balance as of 31/12/2001 29,359

Shareholders’ Earnings forEquity the Period

Class Editori S.p.A. 83,852 10,694

Positive (negative) eliminations and adjustments upon consolidation:a) adjustment of the book values of subsidiary

and affiliate companies to the relative value of shareholders’ equity (8,041) 607b) goodwill, net of accumulated amortization 9,944 (259)

CONSOLIDATED FINANCIAL STATEMENTS 85,755 11,042

49A N N U A L R E P O R T 2 0 0 1

The value of goodwill allocated to the individual group companies is summarized in thetable below:

Aside from goodwill which accounts for EUR 3,456,000 of the total increase in theinvestment in intangible fixed assets for the year,other increases mainly refer to the capitalizationof deferred charges and leasehold improvements.

Studies and projects 1,980Patents and trademarks 1,829Software 8Incorporation expenses 10Leasehold improvements 40Assets in development and advance payments 2,220Total 6,087

The change in the area of consolidation was positively influenced by the inclusion ofCFN/CNBC Holding B.V. and Fainex S.p.A. for EUR 1,840,000 and EUR 474,000, respectively,and negatively by the exclusion of the companies Hasta and Initalia, for EUR 340,000 and EUR692,000, respectively.

(in EUR 000's) Original Accumulated Annual Net Cost Amortization Amortization Value

1. Goodwill arising on consolidationMilano Finanza Editori S.p.A. 3,443 335 115 2,993 Classpi Class Advertising S.p.A. 1,252 291 42 919 Campus Editori S.r.l. 89 20 3 66DP Analisi S.r.l. 113 18 4 91EX.CO. S.r.l. 98 16 3 79E-Class S.r.l. 728 96 24 608Global Finance Media Inc. 138 18 5 115Global Finance Inc. 170 11 6 153MF Editori 3,874 322 128 3,424

9,905 1,127 330 8,4482. Goodwill reported in the financials statements of:

Global Finance Media Inc. 1,063 -- (206) 1,269Class Editori S.p.A. in 1999 107 64 22 21Edis S.r.l. 207 21 21 165CFN/CNBC B.V. 1,840 -- 4 1,836Radio Classica S.r.l. 5,472 -- 547 4,925

8,689 85 388 8,216TOTAL 18,594 1,212 718 16,664

50A N N U A L R E P O R T 2 0 0 1

TANGIBLE FIXED ASSETSChanges in the investment in tangible fixed assets are summarized in the following table:

(amounts in EUR 000's) 31/12/2001Balance as of 31/12/2000 10,487Increases during the year 3,764Change in the area of consolidation 415Decreases during the year 400Amortization 2,137Balance as of 31/12/2001 12,129

FINANCIAL FIXED ASSETSFinancial fixed assets include the following:

INVESTMENTS IN SUBSIDIARIESThe balance represents investments in subsidiaries which have not been consolidated

on a line-by-line basis inasmuch as they are either not material to the operations of the Groupor are in the process of liquidation. The carrying value has been adjusted to reflect the valueof shareholders' equity.

INVESTMENTS IN AFFILIATESThe account balance of EUR 3,240,000 refers to the carrying value of investments in

affiliate companies, and compares with an investment of EUR 2,856,000 as of the previous yearend.

Following the acquisition of shares in 2001, the company,Webjob S.p.A., is now completelycontrolled by e-Class S.p.A.

Changein Area of

(in Euro 000’s) 31.12.2000 Purchases Revaluation Disposals Consolidation 31.12.2001

Italia Oggi Editori Erinne S.r.l. 1,034 -- -- (41) -- Editorial ClassS.A. 14 -- -- -- -- 14BOL S.r.l. 2 -- 2 -- -- 4Webjob S.p.A. 1,549 57 -- -- (1,606) --Agefi-Class S.A. 34 81 -- (115) -- --e-finance Consulting S.p.A. 223 -- 15 -- -- 238Telesia Sistemi S.p.A. -- 2,066 -- (87) -- 1,979Borsa 7 Editori S.r.l. -- -- -- -- 12 12Total 2,856 2,204 17 (243) (1,594) 3,240

51A N N U A L R E P O R T 2 0 0 1

INVESTMENTS IN OTHER COMPANIESInvestments in other companies totalled EUR 7,735,000 as of 31 December 2001 versus

EUR 7,742,000 as of 31 December 2000.

INVENTORIESThe inventory balance of EUR 2,827,000 compares with EUR 3,787,000 as of the end of

the previous year. Paper is valued with the use of the FIFO method, whereas photographicservices, finished products and merchandise for sale are valued on the basis of purchase cost,which is equal to or less than market prices.

The account balance includes the following:

Changein Area of

(in Euro 000’s) 31.12.2000 Purchases Disposals Consolidation 31.12.2001

Analitica S.r.l. -- -- -- -- --Borsa 7 Editori S.r.l. 12 -- -- (12) --Il Manifesto Coop Edit. Sarl 10 -- -- -- 10Marina di Punta Ala S.p.A. 155 -- -- -- 155Proxitalia S.r.l. 5 -- -- -- 5Agefi Group S.A. 284 -- -- -- 284Cad.it S.p.A. 6,016 -- -- -- 6,016TAS Tecnologia Avanzata dei Sistemi S.p.A. 1,260 -- -- -- 1,260Cons Vinco -- -- -- 1 1Co.Na.It -- -- -- 2 2Borsin S.r.l. -- -- -- 2 2TOTAL 7,742 -- -- (7) 7,735

(amount in EUR 000's) 31.12.2000 31.12.2001

Paper 1,743 1,510Photographic services 395 335Finished products and merchandise 1,649 982Total 3,787 2,827

52A N N U A L R E P O R T 2 0 0 1

RECEIVABLESTrade accounts receivable

As detailed below, the balance decreased from EUR 67,656,000 at the end of 2000 to EUR66,693,000 at the end of 2001:

DUE FROM AFFILIATESThe balance of EUR 22,981,000 compares with EUR 14,250,000 as of the end of the previous

year.

The receivables from affiliates consist entirely of amounts due from Italia Oggi-ErinneS.r.l. and its subsidiaries.

OTHER RECEIVABLESReceivables due within one yearThe balance of EUR 19,704,000 compares with EUR 18,815,000 as of the end of the previous

year.Other receivables consist principally of amounts due from the Italian Treasury for advances

on income taxes, publishing grants and other credits of a financial nature, with the increasemainly due to the tax and financial receivables. Detail on the account is as follows:

(amount in EUR 000's) 31.12.2001

Tax credits 9,916Loans of consolidated companies to Italia Oggi Erinne S.r.l. and BOL 4,830Credit notes to be received and advances to free-lance professionals 1,072Advances on fixed assets 904Agent commissions 983Other 1,999TOTAL 19,704

(amount in EUR 000's) 31.12.2000 31.12.2001

Ordinary customers 53,614 50,937Invoices to be issued 5,668 6,066Credit card receivables for customer accounts 69 49Distributors (Italia Oggi-Erinne) 8,779 10,164Allowance for doubtful accounts (474) (523)TOTAL 67,656 66,693

53A N N U A L R E P O R T 2 0 0 1

Amounts due beyond one yearThe balance of EUR 177,000 compares with EUR 239,000 as of the previous year end,

with the decrease totalling EUR 62,000.

CASH AND CASH EQUIVALENTS

CASH ON DEPOSIT WITH BANKS AND POST OFFICES

The balances on deposit with banks and post offices are summarized in the following table:

CASH AND NEGOTIABLE INSTRUMENTS ON HAND

The balance of EUR 28,000 covers amounts on hand at various offices of the consolidatedcompanies. By comparison, the balance totalled EUR 15,000 at the end of 2000.

ACCRUED INCOME AND PREPAID EXPENSESAccrued income and prepaid expenses include the following:

(amount in EUR 000's) 31.12.2000 31.12.2001

Bank deposits 20,490 22,075Balances in current accounts with post offices 100 68Total 20,590 22,143

(amount in EUR 000's) 31.12.2000 31.12.2001

Insurance 142 --Leasing expenses 9 3Subscriptions 58 --Commissions 97 --Supplier invoices 1,118 --Other 594 175TOTAL 2,018 178

54A N N U A L R E P O R T 2 0 0 1

COMMENTS ON THE PRINCIPAL LIABILITY AND SHAREHOLDERS' EQUITY ACCOUNTS

SHAREHOLDERS’ EQUITY

The increase in share capital and in the share premium reserve is relative to a transactionin which Class Editori S.p.A.purchased 97.61 percent of Fainex S.p.A.Following this transaction,a share capital increase was approved with the issue of 650,000 shares, with a par value ofEUR 0.10 each. The capital increase was underwritten by Fainex, which paid a premium overpar of EUR 0.943 per share.

In addition on 28 February and 8 March 2001, changes were made in the share capitalaccount as a result of the assignment of 301,060 shares to employees of the consolidatedcompanies. Other changes occurring in the balance of shareholders’ equity in 2001 are due tothe allocation of prior-year earnings to reserves and the distribution of dividends in the amountof EUR 4,012,000.

In accordance with Sections 3 and 4 of Article 2428 of the Italian Civil Code, it is notedthat Class Editori S.p.A. held 950 of its own shares as of 31 December 2001; during the year,Class Editori S.p.A. sold 295,000 of its own shares and realized a capital gain therefrom in theamount of EUR 1,891,000.The shares held as of the end of 2001 are not reported in the financialstatements inasmuch as they were acquired without payment.

The equity of minority interests totalled EUR 2,200,000 as of 31 December 2001 andcompares with EUR 1,876,000 as of 31 December 2000.

RESERVES FOR RISKS AND CHARGESOTHERThe account covers amounts set aside to handle charges relative pending legal disputes

with employees and third parties as of 31 December 2001. The balance of EUR 1,297,000compares with EUR 361,000 as of the end of the prior year.

(amount in EUR 000's) 31.12.2000 31.12.2001

Share capital 9,135 9,229Share premium reserve 30,030 30,643Legal reserve 1,504 2,544Other reserves 15,037 30,742Consolidation reserve 809 1,555Profit for the period 21,477 11,042TOTAL 77,992 85,755

55A N N U A L R E P O R T 2 0 0 1

STAFF SEVERANCE INDEMNITY RESERVEThe balance of EUR 2,036,000 reflects the following changes since the end of 2000:

PAYABLESDUE TO BANKS

Payable within one yearThe balance of EUR 21,322,000 compares with EUR 14,687,000 for the previous year,

with an increase of EUR 6,635,000.

Payable beyond one yearThe balance of EUR 12,000 compares with EUR 643,000 as of the end of 2000.

DUE TO OTHER LENDERSPayable within one yearCurrent maturities of EUR 149,000 compare with EUR 228,000 for the previous year.

Payable beyond one yearThe balance of EUR 1,020,000 compares with EUR 546,000 for the previous year.

DEBT SECURED BY PLEDGE OF ASSETS

UNSECURED DEBT

(amount in EUR 000's) 31.12.2001

Balance as of 31/12/2000 1,602Amounts paid to terminated personnel (270)Transfers --Annual provision 704TOTAL 2,036

(amount in EUR 000's)

Centrobanca and MediobancaBalance as of 31/12/2000 695New borrowings --Reimbursements during the year (148)Current maturities as of 31/12/2001 (149)BALANCE AS OF 31/12/2001 398

(amount in EUR 000's)

CentrobancaBalance as of 31/12/2000 79New borrowings 679Reimbursements during the year (136)Balance as of 31/12/2001 622TOTAL 1,020

56A N N U A L R E P O R T 2 0 0 1

ADVANCE PAYMENTSThe balance of EUR 119,000 reflects a decrease of EUR 123,000 with respect to the previous

year.

TRADE ACCOUNTS PAYABLEThe balance of EUR 37,775,000 compares with EUR 35,189,000 for the previous year, and

consists of:

TAXES PAYABLEThe balance of the account came to EUR 6,376,000 versus EUR 16,973,000 for the previous

year. Following is a summary of the components of the account:

AMOUNTS DUE TO SOCIAL-WELFARE INSTITUTIONSThe balance of EUR 745,000 compares with EUR 620,000 for the previous year, and

consists of:

(amount in EUR 000's) 31.12.2000 31.12.2001

Social security 235 270INPGI 205 245CASAGIT 24 24PREVINDAI 26 20INPDAI 64 84Other 66 102TOTAL 620 745

(amount in EUR 000's) 31.12.2001

Amounts due to suppliers and free-lance professionals 30,526Invoices to be received and credit notes to be issued 7,249TOTAL 37,775

(amount in EUR 000's) 31.12.2000 31.12.2001

Value-added taxes payable 1,248 672Withholding taxes - employee salaries and wages 360 415Withholding taxes - free-lance professionals 158 171Registration taxes 3 101Current income taxes 15,204 5,017TOTAL 16,973 6,376

57A N N U A L R E P O R T 2 0 0 1

OTHER PAYABLESThe balance of EUR 2,556,000 compares with EUR 4,223,000 for the previous year, and

consists of:

ACCRUED LIABILITIES AND DEFERRED INCOMEAccrued liabilities and deferred income amount to EUR 14,178,000 against EUR 13,889,000

for the previous year:

ACCRUED LIABILITIES

DEFERRED INCOME

(amount in EUR 000's) 31.12.2000 31.12.2001

Employee salaries and wages 505 312Credit notes to be issued 417 50Commissions 1,573 1,430Financial debt of consolidated companies to Italia Oggi Erinne 393 411Other 1,355 353TOTAL 4,223 2,556

(amount in EUR 000's) 31.12.2000 31.12.2001

Other 1,671 4,875Returned publications due 8,246 6,574Total 9,917 11,449

(amount in EUR 000's) 31.12.2000 31.12.2001

Deferred subscription income 3,351 2,338Other 621 391Total 3,972 2,729

58A N N U A L R E P O R T 2 0 0 1

MEMORANDUM ACCOUNTSMemorandum accounts total EUR 19,809,000.

COMMENTS ON THE PRINCIPAL ACCOUNTS OF THE PROFIT AND LOSS STATEMENT

VALUE OF PRODUCTION

Revenues include the following:

The growth of subscription revenues is principally due to the electronic publishing andin particular, to Trading on Line. Advertising revenues decreased from EUR 55.9 million toEUR 54.3 million.

COSTS OF PRODUCTIONThe detail of production costs is provided in the following table:

Expenditures on services are summarized in the following table:

Other operating expenses include charges applied by Italia Oggi Editori Erinne S.r.l. forthe sale of advertising effected by Class Editori. Such charges are offset by advertising revenues.

(amount in EUR 000's) 2000 2001

Production costs 29,088 30,970Editing 4,744 5,146Marketing and advertising 12,895 17,533Newspaper distribution and procurement of financial data 5,887 7,688Other 3,134 3,804TOTAL SERVICES 55,748 65,141

(amount in EUR 000's) 2000 2001

Newsstand sales 31,018 16,449Subscription revenues 29,541 37,168Advertising revenues 55,887 54,265Other revenues 11,731 14,513TOTAL REVENUES 128,177 122,395

(amount in EUR 000's) 2000 2001

Purchase 12,693 10,514Services 55,748 65,141Rentals 1,936 2,321Personnel expenses 13,577 18,100Changes in inventories (1,519) 1,106Other operating expenses 7,546 12,549TOTAL COSTS OF PRODUCTION 89,981 109,731

59A N N U A L R E P O R T 2 0 0 1

PERSONNEL EXPENSESAverage number of employees

DEPRECIATION AND AMORTIZATIONTotal depreciation and amortization charges went from EUR 4,479,000 in 2000 to EUR

7,325,000 in 2001.

FINANCIAL INCOME The balance of EUR 1,367,000 compares with EUR 1,599,000 for 2000 and includes income

earned from affiliates in the amount of EUR 594,000, other income in the amount of EUR730,000, and income earned on long-term equity investments in the amount of EUR 43,000.

FINANCIAL CHARGES The balance of EUR 1,254,000 compares with EUR 1,729,000 for the previous year, and

includes:

EXTRAORDINARY INCOMEThe balance of EUR 7,393,000 compares with EUR 211,000 for the previous year, and

mainly consists of EUR 5,169,000 of dividends accrued by Class Editori from its investmentin CFN/CNBC Holding. The residual amount is represented by amounts previously chargedas expenditures and reversed in 2001.

EXTRAORDINARY CHARGES The balance of EUR 2,403,000 compares with EUR 1,085,000 for the previous year, and

mainly consists of income previously accrued that was reversed in 2001.

COMPENSATION TO THE BOARD OF DIRECTORS AND TO THE BOARD OFSTATUTORY AUDITORS FOR 2001

Paolo PaneraiVice Chairman/Managing DirectorBoard of Directors

2000 2001

Journalists 132 116Managers 19 25Office employees 134 142Manual labourers 0 1TOTAL 285 284

2000 2001

Interest on stand-by letter of credit and commissions to banks and suppliers 1,729 1,254Affiliates -- --TOTAL 1,729 1,254

Directors EUR 210,000Statutory Auditors EUR 141,000

60A N N U A L R E P O R T 2 0 0 1

CONSOLIDATED FINANCIALSTATEMENTS

AS OF 31 DECEMBER 2001Class Editori S.p.A. and Subsidiaries

ASSETS 31.12.2000 31.12.2001

B) FIXED ASSETS:I) INTANGIBLE FIXED ASSETS

1) start-up and expansion costs 220 9522) research, development and advertising costs 1,187 2,656 3) industrial patent rights 1,778 2,746 5) goodwill 14,298 16,664 6) assets in development and advance payments 2,620 44 7) other 3,619 6,297

23,722 29,359 II) TANGIBLE FIXED ASSETS

1) land and buildings 2,807 2,828 2) equipment and machinery 4,576 6,216 3) industrial and commercial equipment 520 377 4) other 2,584 2,708

10,487 12,129 III) FINANCIAL FIXED ASSETS

1) investments in:b) affiliate companies 0 874c) other companies 2,856 3,240

2) non-current receivables 7,742 7,735 d) due from othersa) amounts due within one year 6 6

10,604 11,855 TOTAL FIXED ASSETS 44,813 53,343 C) CURRENT ASSETS

I) INVENTORIES1) raw materials, supplies, materials for consumption 2,138 1,8452) finished products 1,649 982

3,787 2,827II) ACCOUNTS RECEIVABLE

1) trade accounts receivable within one year 67,656 66,693 2) due from subsidiary companies within one year 0 1,6373) due from affiliate companies within one year 14,250 22,981 4) due from others within one year 18,815 19,704

beyond one year 239 177 100,960 111,192

61A N N U A L R E P O R T 2 0 0 1

ASSETS 31.12.2000 31.12.2001

III) CURRENT FINANCIAL ASSETS5) other securities 258 258

IV) CASH AND CASH EQUIVALENTS1) cash on deposit with banks and post offices 20,590 22,143 2) cash and negotiable instruments on hand 15 28

20,605 22,171 TOTAL CURRENT ASSETS 125,610 136,448 D) ACCRUALS AND DEFERRALS

1) accrued income and prepaid expense 2,018 178TOTAL ASSETS 172,441 189,969

62A N N U A L R E P O R T 2 0 0 1

Class Editori S.p.A. and Subsidiaries

CONSOLIDATED BALANCE SHEET (IN EUR 000'S)

LIABILITIES AND SHAREHOLDERS’ EQUITY 31.12.2000 31.12.2001

A) SHAREHOLDERS' EQUITY:I) share capital 9,135 9,229II) share premium reserve 30,030 30,643 IV) legal reserve 1,504 2,544 VII) other reserves:

1) reserve 15,037 30,742 2) consolidation reserve 809 1,555

IX) profit (loss) for the period 21,477 11,042 CONSOLIDATED SHAREHOLDERS’ EQUITY 77,992 85,755 Minority interests

capital and reserves 1,508 1,831 profit (loss) 368 369

CONSOLIDATED SHAREHOLDERS' EQUITY AND MINORITY INTERESTS 79,868 87,955

B) RESERVES FOR RISKS AND CHARGES:3) other provisions 361 1,297

C) STAFF SEVERANCE INDEMNITY RESERVE 1,602 2,036

D) ACCOUNTS PAYABLE3) due to banks

payable within one year 14,687 21,322 payable beyond one year 643 12

4) due to other lenderspayable within one year 228 149 payable beyond one year 546 1,020

5) advancespayable within one year 242 119

6) trade accounts payabledue within one year 35,189 37,775

8) due to subsidiary companiespayable within one year 0 388

9) due to affiliate companiespayable within one year 3,370 14,041

10) taxes payabledue within one year 16,973 6,376

12) due to social-welfare institutionspayable within one year 620 745

13) other payablesdue within one year 4,223 2,556

76,721 84,503

E) ACCRUALS AND DEFERRALS1) accrued liabilities and deferred income 13,889 14,178

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 172,441 189,969

63A N N U A L R E P O R T 2 0 0 1

MEMORANDUM ACCOUNTS 31.12.2000 31.12.2001

Guarantees released 8,683 13,112Guarantees received from third parties 119 0 Leased assets 1,574 1,114 Assets held by third parties 2,509 4,926 Securities on deposit with third parties -- 657

TOTAL MEMORANDUM ACCOUNTS 12,885 19,809

64A N N U A L R E P O R T 2 0 0 1

Class Editori S.p.A. and Subsidiaries

CONSOLIDATED PROFIT AND LOSS STATEMENT (IN EUR 000'S)

2000 2001

A) VALUE OF PRODUCTION1) revenues from sales and services 122,738 119,6562) changes in inventories4) increases in value of fixed assets due to internal improvements --5) other revenues and income:

b) other revenues 5,439 2,739TOTAL 128,177 122,395

B) COSTS OF PRODUCTION6) raw materials, supplies and materials for consumption 12,693 10,514 7) services 55,748 65,1418) rentals 1,936 2,321 9) personnel:

a) salaries and wages 10,376 13,369 b) social-welfare charges 2,599 3,504 c) provision for staff severance indemnities 584 704 e) other expenses 18 523

10) depreciation, amortization and writedowns:a) amortization of intangible fixed assets 2,896 5,188 b) amortization of tangible fixed assets 1,583 2,137 d) writedowns of current receivables 0 69

11) changes in raw materials, supplies and materials for consumption (1,519) 1,106 12) provisions to reserve for risks 689 322 14) other operating expenses 2,378 4,833 TOTAL 89,981 109,731

DIFFERENCE BETWEEN VALUE AND COSTS OF PRODUCTION 38,196 12,664

C) FINANCIAL INCOME AND CHARGES15) Income from long-term equity investments

a) subsidiaries 0 28b) affiliates 0 15

16) Other financial incomea) from long-term receivables:

from affiliatesfrom other companies

c) from securities classified as current assets 14 15 d) other financial income:

from subsidiaries 0 42from affiliates 646 594 from other sources 939 673

TOTAL FINANCIAL INCOME 1,599 1,367

65A N N U A L R E P O R T 2 0 0 1

2000 2001

17) Financial chargesinterest and other financial charges

a) paid to subsidiary companies -- 32 d) paid to others 1,729 1,222

TOTAL FINANCIAL CHARGES 1,729 1,254

TOTAL FINANCIAL INCOME AND CHARGES (130) 113

D) VALUATION ADJUSTMENTS TO FINANCIAL ASSETS19) writedowns:

a) of long-term equity investments (143) (1,520)

E) EXTRAORDINARY INCOME AND CHARGES20) extraordinary income:

a) capital gains on sale of assets whose revenues are not booked to other income and revenues 2 5,295b) other 209 2,098

21) extraordinary charges:a) capital losses on sale of assets whose costs are not booked to other operating expense --b) other (1,085) (2,403)

TOTAL EXTRAORDINARY ITEMS (874) 4,990

PROFIT (LOSS) BEFORE TAXES 37,049 16,247 22) income taxes:

A) CURRENT (15,204) (4,836)

MINORITY INTERESTS (368) (369)

26) PROFIT (LOSS) FOR THE PERIOD 21,477 11,042

66A N N U A L R E P O R T 2 0 0 1

Class Editori S.p.A. and Subsidiaries

STATEMENT OF CHANGES IN CONSOLIDATED FINANCIAL POSITION (IN EUR 000'S)

2000 2001

FUNDS FROM OPERATIONSProfit for the period 21,477 11,042Depreciation and amortization 4,479 7,325

25,956 18,367Operating assets and liabilitiesChange in inventory (1,518) 960 Change in trade accounts receivable (33,017) 963 Change in amounts due from subsidiary companies -- (1,637)Change in amounts due from affiliate companies 3,372 (8,731)Change in other receivables (4,451) (827)Change in accrued income and prepaid expenses 206 1,840 Change in trade accounts payable 15,341 2,586 Change in amounts due to subsidiary companies -- 388Change in amounts due to affiliate companies 2,306 10,671 Change in other payables 4,076 (12,262) Change in accrued liabilities and deferred income 6,377 289 FUNDS FLOW FROM OPERATIONS AND WORKING CAPITAL (A) 18,648 12,607

INVESTMENT ACTIVITYTangible fixed assets (5,121) (3,779) Intangible fixed assets (11,396) (10,825) Financial fixed assets (8,943) (1,251) FUNDS FLOW FROM INVESTMENT ACTIVITY (B) (25,460) (15,855)

FINANCING ACTIVITYChange in amounts due to banks and other lenders 13,614 6,399 Change in reserve for risks 258 936Change in staff severance indemnity reserve 239 434Distribution of earnings (3,302) (4,012) Change in reserves 138 733 Change in minority interests 1,003 324Funds flow from financing activity (C) 11,950 4,814

Change in cash and cash equivalents A-B+C 5,138 1,566

OPENING BALANCE OF CASH AND CASH EQUIVALENTS 15,725 20,863

CLOSING BALANCE OF CASH AND CASH EQUIVALENTS 20,863 22,429

67A N N U A L R E P O R T 2 0 0 1

Supplemental Information

AREA OF CONSOLIDATION

Companies consolidated with the line-by-line basis as of 31 December 2001

%Held by %Held byRegistred Share Class subsidiaries

NAME Officie Currency Capital Editori and affiliates

Parent companyClass Editori S.p.A. Milan EUR 9,229,526.00

Alfa Media S.r.l. Milan EUR 10,329.00 100.00 0Campus Editori S.r.l. Milan EUR 50,000.00 70.00 0CFN/CNBC Holding B.V. Amsterdam EUR 500,000.00 96.10 0Class Click S.r.l. Milan EUR 10,400.00 0 100.00 (1)Class Financial Network S.pA. Milan EUR 627,860.48 2.45 45.09 (2)ClassPi Class Advertising S.p.A. Milan EUR 260,000.00 51.00 0Country Class Editori S.r.l. Milan EUR 10,329.00 60.00 0DP Analisi Finanziaria S.r.l. Milan EUR 47,500.00 94.73 0e-Class S.p.A. Milan EUR 608,400.00 100.00 0Edis S.r.l. Milan EUR 10,400.00 99.50 0Ex.Co S.r.l. Milan EUR 17,000.00 70.70 0Fainex S.p.A. Vicenza EUR 676,000.00 97.61 0Global Finance Media Inc. New York USD 100.00 73.52 0Lombard Editori S.r.l. Milan EUR 52,000.00 50.01 0MF Conference S.r.l. Milan EUR 10,329.00 51.00 0Milano Finanza Service S.r.l. Milan EUR 10,000.00 75.01 0Milano Finanza Editori S.p.A. Milan EUR 291,837.00 86.05 0MF Editori S.r.l. Milan EUR 10,329.00 0 100.00 (3)M.F. Servizi Editoriali S.r.l. Milan EUR 10,400.00 1.00 99.00 (3)PMF News Editori S.p.A. Milan EUR 156,000.00 89.00 0Radio Classica S.r.l. Milan EUR 10,000.00 99.00 1.00 (3)Yachting Class S.r.l. Milan EUR 10,329.00 99.50 0.50 (4)

(1) Interest held by Class Advertising S.p.A.(2) Interest held by CFN/CNBC Holding B.V.(3) Interest held by Milano Finanza Editori S.p.A.(4) Interest held by Lombard Editori S.r.l.

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COMPANIES VALUED WITH THE NET EQUITY METHOD

COMPANIES VALUED WITH THE COST METHOD

INACTIVE COMPANIES OR COMPANIES IN LIQUIDATION (VALUED WITH THE NET EQUITY METHOD)

(1) Interest held by e-Class S.p.A.

%Held by %Held byRegistred Share Class subsidiaries

NAME Officie Currency Capital Editori and affiliates

Business on Line S.r.l. Milan EUR 10,400.00 20.00 80.00 (1)E*finance consulting S.p.A. Milan EUR 104,000.00 10.00 0Italia Oggi Editori Erinne S.r.l. Milan EUR 10,400.00 49.00 0Italia Oggi S.r.l. Milan EUR 10,400.00 0 94.00 (1)Telesia Sistemi S.p.A. Rome EUR 124,000.00 50.00 0

(1) Interest held by Italia Oggi Editori Erinne S.r.l.

%Held by %Held byRegistred Share Class subsidiaries

NAME Officie Currency Capital Editori and affiliates

Agefi Group S.A. Lausanne CHF 4,080,000.00 1.25 0Borsa 7 Editori S.r.l. Milan EUR 52,000.00 14.00 0Cad.it S.p.A. Verona EUR 4,669,600.00 2.09 0Editorial Class SA Barcelona EUR 60,101.00 44.0 0GSC Proxitalia S.p.A. Rome EUR 9,399.36 3.00 0Il Manifesto Coop Editrice S.a.r.l. Rome EUR 454,171.00 0.06 0Marina di Punta Ala S.p.A. Grosseto EUR 2,080,000.00 0.17 0TAS Tecnologia Avanzata

dei Sistemi S.p.A. Rome EUR 902,050.24 0 2.11 (1)

(1) Interest held by e-Class S.p.A.

%Held by %Held byRegistred Share Class subsidiaries

NAME Officie Currency Capital Editori and affiliates

Agefi-Class S.A. Lausanne CHF 500,000.00 50.00 0Analitica S.r.l. Milan EUR 25,000.00 0.04 0Hasta S.p.A. Milan EUR 100,000.00 0 55.00 (1)Initalia Network S.p.A. Bergamo EUR 100,000.00 0 51.00 (1)Zerodubbi S.p.A. Milan EUR 110,000.00 0 54.54 (1)Webjob S.p.A. Rome EUR 181,818.00 0 100.00 (1)

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KEY FINANCIAL AGGREGATES FOR SUBSIDIARIES (IN EUR 000'S)

Acc. Reserve Staff Acc.Income & for Risks Sev. Liab.

Fixed Current Prepaid Net and Indem & Def.BALANCE SHEET Assets Assets Expenses Equity Charges Reserve Payables Income

Alfa Media S.r.l. 118 422 - 149 - - 392 - Campus Editori S.r.l. 27 6,434 - 98 45 81 5,850 387CFN/CNBC Holding B.V. 9,495 138 - 9,505 - - 128 - Class Click S.r.l. - 6,799 - 165 85 - 6,549 - Class Financial Network S.p.A. 516 15,233 - 2,760 254 74 12,362 299ClassPi Class Advertising S.p.A. 227 44,668 - 371 265 79 43,895 285Country Class Editori S.r.l. - 11 - 16 - - 1 - DP Analisi Finanziaria S.r.l. 21 578 - 57 - 8 514 20e-Class S.p.A. 9,355 32,146 151 1,581 48 61 37,693 2,270Edis S.r.l. 362 8,503 - 65 - 69 7,994 737Ex.Co S.r.l. 1 864 - 51 - - 814 - Fainex S.p.A.748 1,732 13 1,510 - 19 961 3Global Finance Media Inc. 1,591 722 160 (922) - - 3,250 146Lombard Editori S.r.l. 1 1,330 - 127 - 48 1,098 58MF Conference S.r.l. 112 4,233 - 140 - 5 4,190 9Milano Finanza Service S.r.l. 196 10,367 - 65 - 121 10,159 217Milano Finanza Editori S.p.A. 6,983 63,460 - 2,543 103 431 59,912 7,455MF Editori S.r.l. - 22 - 16 - - 6 - M.F. Servizi Editoriali S.r.l. 1 1,491 - 17 - 86 1,310 78PMF News Editori S.p.A. 816 36,782 1,588 352 - 36 37,533 1,266Radio Classica S.r.l. 5,408 2,133 - 20 - 4 7,507 10Yachting Class S.r.l. 178 211 - 3 - 7 374 4

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KEY FINANCIAL AGGREGATES FOR AFFILIATES (IN EUR 000'S)

Financial Value Adj. ProfitPROFIT AND LOSS Value of Cast of Income/ to Fin. Pre-Tax (Loss) forSTATEMENT Prod. Prod. Charges Assets Profit the Period

Alfa Media S.r.l. 207 182 (13) - 12 (1)Campus Editori S.r.l. 3,481 3,325 (108) - 61 26CFN/CNBC B.V. 5,295 132 6 - 5,169 5,169Class Click S.r.l. 501 529 110 - 90 27Class Financial Network S.p.A. 11,128 9,964 113 - 1,264 562ClassPi Class Advertising S.p.A. 11,028 9,913 (731) - 367 36Country Class Editori S.r.l. 3 2 - - 1 1DP Analisi Finanziaria S.r.l. 191 168 (11) - 11 2e-Class S.p.A. 19,506 16,171 (427) (1,211) 1,047 471Edis S.r.l. 4,258 4,068 (89) - 69 3Ex.Co S.r.l. 120 123 10 - 6 4Fainex S.p.A. 3,362 2,879 30 (12) 487 265Global Finance Media Inc. 3,519 4,930 (91) - (1,501) (1,507)Lombard Editori S.r.l. 556 518 (21) - 18 1MF Conference S.r.l. 2,703 2,594 57 - 163 83Milano Finanza Service S.r.l. 4,205 3,948 (16) - 218 56Milano Finanza Editori S.p.A. 43,830 40,654 (138) - 2,054 1,048MF Editori S.r.l. 2 1 - - 1 1M.F. Servizi Editoriali S.r.l. 488 463 (23) - 2 (1)PMF News Editori S.p.A. 18,733 19,477 830 - 86 54Radio Classica S.r.l. 1,709 1,366 (281) - 62 14Yachting Class S.r.l. 145 135 (12) - 1 (1)

Financial Value Adj. ProfitPROFIT AND LOSS Value of Cast of Income/ to Fin. Pre-Tax (Loss) forSTATEMENT Prod. Prod. Charges Assets Profit the Period

Business on Line S.r.l. 131 124 (7) - (1) (1)Italia Oggi Erinne S.r.l. 28,442 26,961 (821) - 408 36Italia Oggi S.r.l. 23 15 - - 8 (3)Telesia Sistemi S.p.A. 2,176 2,423 12 - (215) (120)

Acc. Reserve Staff Acc.Income & for Risks Sev. Liab.

Fixed Current Prepaid Net and Indem & Def.BALANCE SHEET Assets Assets Expenses Equity Charges Reserve Payables Income

Business on Line S.r.l. 76 581 - 35 - - 623 - Italia Oggi Erinne S.r.l. 792 59,651 51 767 - 330 52,469 6,927Italia Oggi S.r.l. 155 83 - 193 - - 44 - Telesia Sistemi S.p.A. 838 2,382 104 2,371 1 71 860 21

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CHANGES IN THE STAFF SEVERANCE INDEMNITY RESERVE (IN EUR 000'S)

VALUE OF INTANGIBLE FIXED ASSETS (IN EUR 000'S)

Reserve Change in Reservebalance Area of balance

CATEGORY 31.12.00 Consolidation Transfers Usage Provisions 31.12.01

Journalists 700 0 21 109 269 881 Senior Managers 191 0 25 52 123 287 Trainees 61 0 -8 12 41 82 Clerical Workers 645 37 -38 128 263 779 Maritime Personnel 5 0 0 0 2 7 Manual Labourers 0 0 0 0 0 0

TOTAL 1,602 37 0 301 698 2,036

Value Change in Total (Importi in migliaia di Euro) as of Area of as of NetCATEGORY 01.01.01 Consolidation Reclassific. Acquisitions 31.12.01 Amortization Value

B.I.1 Start-up and expansion costs 220 -12 0 814 1,022 70 952B.I.2 Research, development and

advertising expenses 1,187 397 0 2,132 3,716 1,060 2,656B.I.3 Intellectual property rights 1,778 0 0 1,848 3,626 880 2,746B.I.5 Goodwill 14,298 1,468 0 1,616 17,382 718 16,664B.I.6 Assets in development and

advance payments 2,620 -298 -2,267 0 55 11 44B.I.7 Other assets 3,619 -273 2,267 3,133 8,746 2,449 6,297

TOTAL 23,722 1,282 0 9,543 34,547 5,188 29,359

VALUE OF TANGIBLE FIXED ASSETS (IN EUR 000'S)

DEPRECIATION (IN EUR 000'S)

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Change in Area of Total

Opening Consolidation as ofACCOUNT balance Category Purchases Decreases 31.12.01

II.1 - Land and buildings- Building 2,908 0 110 0 3,018

II.2 - Equipment and machinery- Leased equipment and machinery 6,534 785 2,593 0 9,912

II.3 - Industrial and commercial equipment 601 0 0 0 601II.4 - Other assets

- Ordinary furnishings & machinery 1,559 350 397 0 2,306- Computer equipment 4,856 57 622 400 5,135- Auto vehicles 225 0 40 0 265- Boat 273 0 0 0 273- Other 7 0 2 0 9

6,920 407 1,061 400 7,988

TOTAL 16,963 1,192 3,764 400 21,519

Change in BalanceOpening Area of Depreciation Depreciation as of

ACCOUNT balance Consolidation Rate Charges Usage 31.12.01

II.1 - Land and buildings- Building 101 0 3% 89 0 190

II.2 - Equipment and machinery- Leased equipment and machinery 1,958 598 20% 1,140 0 3,696

II .3 - Industrial and commercialequipment 81 0 25% 143 0 224

II.4 - Other assets- Ordinary furnishings & machinery 1,009 159 12% 131 0 1,299- Computer equipment 3,053 20 20% 577 0 3,650- Auto vehicles 205 0 25% 28 0 233- Boat 68 0 10% 27 0 95- Other 1 0 20% 2 0 3

4,336 179 765 0 5,280

TOTAL 6,476 777 2,137 0 9,390

TANGIBLE FIXED ASSETS, NET (IN EUR 000’S)

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Accum.Value as of in Area of Closing

BALANCE 31/12/01 31/12/01 balance

II.1 - Land and buildings- Building 3,018 190 2,828

II.2 - Equipment and machinery- Leased equipment and machinery 9,912 3,696 6,216

II .3 - Industrial and commercial equipment 601 224 377 II.4 - Other assets

- Ordinary furnishings & machinery 2,306 1,299 1,007 - Computer equipment 5,135 3,650 1,485 - Auto vehicles 265 233 32 - Boat 273 95 178 - Other 9 3 6

7,988 5,280 2,708

TOTAL 21.519 9.390 12.129

INVESTMENTS OF DIRECTORS AND STATUTORY AUDITORS

No. Shares No. SharesHeld No. Shares No. Shares Held

NAME Company 31.12.00 Note Purchased Note Sold 31.12.01 Note

DirectorsVictor Uckmar Class Editori S.p.A. - - - -Paolo Panerai Class Editori S.p.A. 48,608,355 1 2,267,340 2,481,571 48,394,124 2

Milano Finanza Editori S.p.A. 7,500 3 - - 7,500 Classpi S.p.A. 245,000 4 - - 245,000

Lombard Editori S.r.l. 48,510 5 - - 48,510 Edis S.r.l. 100 6 - - 100

Milano Finanza Service S.r.l. 1,198 7 - - 1,198 C.F.N. Class Financial Net. S.p.A. 1,000 8 1,000

Vittorio Terrenghi Class Editori S.p.A. - - - -Pierluigi Magnaschi Class Editori S.p.A. 76,000 9 - - 76,000 11

Milano Finanza Editori S.p.A. 1,250 - - 1,250 Gabriele Capolino Class Editori S.p.A 163,500 12 140 13 - 163,640 14

Milano Finanza Editori S.p.A. 2,500 - - 2,500 Paolo Del Bue Class Editori S.p.A. - - - -Maurizio Carfagna Class Editori S.p.A. - - - -Francesco Librio Class Editori S.p.A. - - - -Maria Martellini Class Editori S.p.A. - - - -Luca Panerai Class Editori S.p.A. 60,000 10 - - 60,000 Angelo Riccardi Class Editori S.p.A. 4,000 4,000

Statutory AuditorsCarlo Mascheroni Class Editori S.p.A. - - - -Lucia Cambieri Class Editori S.p.A. - - - -Vieri Chimenti Class Editori S.p.A. - - - -

1) 7,427,505 directly owned 41,150,850 indirectly owned through Euroclass Multimedia Holding S.A. and 30,000 Category B sharesindirectly owned through Compagnia Fiduciaria Nazionale S.p.A.

2) 7,427,645 directly owned 40,936,479 indirectly owned through EuroCLASS Multimedia Holding S.A. and 30,000 Category B sharesindirectly owned through Compagnia Fiduciaria Nazionale S.p.A.

3) Directly owned4) Indirectly owned through Societa' Paolo Panerai Editori Sas controlled by Paolo Panerai 5) Indirectly owned through Societa' Paolo Panerai Editori Sas controlled by Paolo Panerai. Quotas with par value of ITL 1,0006) Indirectly owned through Societa' Paolo Panerai Editori Sas controlled by Paolo Panerai. Quotas with par value of ITL 1,0007) Indirectly owned through Societa' Paolo Panerai Editori Sas controlled by Paolo Panerai. Quotas with par value of ITL 1,0008) Directly owned 9) 4,000 Category B shares

10) 2,500 Category B shares 11) 4,000 Category B shares12) 160,500 Category A shares 3,000 Category B shares 13) 140 Category A shares received as a bonus14) 160,640 Category A shares; 3,000 Category B shares

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FEES AND OTHER COMPENSATION PAID TO DIRECTORS AND STATUTORY AUDITORS (IN EURO)

Director Gross Other Paying

DIRECTOR Fees Compensation Compensation Total Company

Victor Uckmar 10,329 - - 10,329 Class 10,329 - - 10,329

Paolo Panerai 5,169 136,637 - 141,806 Class1,808 - 68,673 70,481 Milano Fin.1,549 - - 1,549 ClassPi1,549 - - 1,549 CFN1,549 - - 1,549 e-Class

11,624 136,637 68,673 216,934Vittorio Terrenghi 5,165 - 10,536 15,701 Class

1,549 - - 1,549 e-Class1,549 - - 1,549 CFN1,549 - - 1,549 ClassPi3,616 - 10,329 13,945 Milano Fin.

13,428 - 20,865 34,293Pierluigi Magnaschi 5,165 - - 5,165 Class

1,033 - - 1,033 Milano Fin.1,549 - - 1,549 CFN

7,747 - - 7,747Gabriele Capolino 5,165 5,165 Class

1,033 89,415 - 90,448 Milano Fin.1,549 - - 1,549 CFN1,549 - - 1,549 e-Class

9,296 89,415 - 98,711Paolo Del Bue 5,165 - - 5,165 Class

1,032 - - 1,032 Milano Fin.6,197 - - 6,197

Maurizio Carfagna 5,165 - 51,646 56,811 Class5,165 - 51,646 56,811

Francesco Librio 5,165 - - 5,165 Class1,549 - 38,734 40,283 CFN

6,714 - 38,734 45,448Maria Martellini 5,165 - - 5,165 Class

1,032 - - 1,032 Milano Fin.6,197 - - 6,197

Luca Panerai 5,165 - - 5,165 Class- 4,420 - 4,420 Milano Fin.

1,549 - - 1,549 CFN6,714 4,420 - 11,134

Angelo Riccardi 5,165 - - 5,165 Class 1,549 - - 1,549 CFN

6,714 - - 6,714

On 4 May 2001, the shareholders of Class Editori S.p.A. passed a resolution to reinstatethe Board of Directors for a period of three years, until the approval of the financial statementsfor the year ending 31 December 2003. The directors received compensation as disclosed above,without any other benefits, bonuses or other incentives.

STATUTORY AUDITORS

On 4 May 2001, the shareholders of Class Editori S.p.A. passed a resolution to reinstatethe Board of Statutory Auditors for a period of three years, until the approval of the financialstatements for the year ending 31 December 2003. The directors received compensation asdisclosed above, without any other benefits, bonuses or other incentives.

Director Gross Other PayingNAME Fees Compensation Compensation Total Compani

Carlo Mascheroni 25,391 - - 25,391 Class7,752 - - 7,752 Milano Fin.5,518 - - 5,518 e-Class4,488 - - 4,488 ClassPi4,551 - - 4,551 PMF

- - - - Initalia1,896 - - 1,896 Hasta

49,596 - - 49,596

Lucia Cambieri 17,384 - - 17,384 Class5,210 - - 5,210 Milano Fin.3,714 - - 3,714 e-Class3,013 - - 3,013 ClassPi3,076 - - 3,076 PMF

- - - - Initalia1,264 - - 1,264 Hasta5,497 - - 5,497 CFN

39,158 - - 39,158

Vieri Chimenti 18,808 - - 18,808 Class3,144 - - 3,144 ClassPi3,013 - - 3,013 PMF

24,965 - - 24,965

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Report of the Board of Statutory Auditors

REPORT OF THE BOARD OF STATUTORY AUDITORS TO THE MEETING OFTHE SHAREHOLDERS PURSUANT TO ARTICLE 153 OF LEGISLATIVE DECREE58 OF 1998 AND PARAGRAPH 3 OF ARTICLE 2429 OF THE ITALIAN CIVIL CODE.

To the Shareholders of Class Editori S.p.A.:

During the year ended 31 December 2001, the Board of Statutory Auditors carried outthe audit activity required by the law to which this report makes reference and in accordancewith the directives of the CONSOB Notice n. 1025564 of 6 April 2001.

With reference to the manner in which its activity was carried out, the Board of StatutoryAuditors acknowledges that:

• it participated in all shareholder meetings and in all meetings of the Board of Directorsheld during the year and obtained from the directors, pursuant to Article 150 of Legi-slative Decree n. 58 of 1998, timely and appropriate information on the business acti-vity of the Company, all for the purpose of ascertaining compliance with the law andthe articles of incorporation, as well as respect of principles of correct administration;

• it procured the information needed for carrying out the activity of control, with respectto its specific area of responsibility, over the adequacy of the Company’s organizatio-nal structure; this was done through direct observation, as well as through exchangingdata and information with the independent auditors;

• it verified the functioning of the internal controls system and administrative-accountingsystem in order to evaluate the adequacy of the same with respect to operationalneeds; such verification included an analysis of the results of the work carried out bythe independent auditors;

• it ascertained the compliance with the provisions of law inherent to preparation of theCompany’s financial statements, the report on operating performance and the consoli-dated financial statements.

No significant events emerged during the course of audit activity described above thatwould have required notice to the regulatory authorities.

The specific data and information to be supplied with this report are listed in accordancewith the format provided by the aforementioned notice of CONSOB of 6 April 2001.

1 - Significant business transactions: The financial statements and the report on operatingperformance illustrate the transactions having the most significant effects on the earnings,financial position and capital of the Company and its subsidiaries; the Board of Statutory Auditorshas procured information on such transactions which is sufficient to allow for ascertaining theirconformity to the law, the Company’s by-laws and the principles of correct administration.Noneof the transactions is of a nature which would require specific observations or reporting.

2 - Atypical and/or unusual transactions within the Group or with related parties:• Atypical and/or unusual with related parties: None to report.• Atypical and/or unusual with third parties or within the Group: None to report.• Ordinary transactions within the Group or with related parties: The transactions with

companies of the Group and with related parties (as described in the report on opera-

80

ting performance) were effected in the interest of the Company as part of its normalbusiness activity and were consummated at market conditions or on the basis of ap-praisals made available by independent third parties.

3 - Suitability of information rendered in the report of the Board of Directors on operatingperformance, in relation to atypical and/or unusual transactions within the Group or with relatedparties: The information regarding point 2) above which has been supplied in the report onoperating performance of the Company and in the report on consolidated operating performanceis deemed sufficient.

4 - Observations and proposals regarding the findings and references contained in thereport of the independent auditors: The report of the independent auditors contains referenceto the Company’s holding of controlling interests in companies and the consequent need forthe preparation of consolidated financial statements. In the opinion of the independent auditors,“The consolidated financial statements supplement the Company's financial statements in providingsuitable information on the financial position and earnings of the Company and the publishinggroup.” The Board of Statutory Auditors agrees with this opinion.

5 - Claims under Article 2408 of the Italian Civil Code: The Board of Statutory Auditorsexamined the claim made pursuant to Article 2408 of the Italian Civil Code which was formulatedby a representative of the shareholder, Fabris, during the course of the shareholders’ meetingon 4 May 2001. This claim pointed out that “the powers of the directors are not indicated in acorrect manner; in particular, with regard to the managing director, it is noted (in the annual reportpublication) that the managing director has powers of representation for the execution of actsprovided by the delegation of authority, but without the content of the delegation of authoritybeing specified, the shareholders are actually not able to understand which are the powers ofrepresentation vested with the managing director.”

In this regard, the Board of Statutory Auditors notes that the minutes of the meeting ofthe Board of Directors of 14 July 1998 containing the delegation of authority to the directorswere regularly filed with the Register of Businesses on 10 August 1998; such delegation ofauthority includes the delegation of the powers of ordinary and extraordinary administrationto the managing director,Paolo Panerai.The directors considered this formality to have absolvedtheir duty to provide appropriate information disclosure.

With regard to the current year, the Board of Statutory Auditors,as a result of a unanimousvote, requested the directors to indicate the content of the delegation of authority which wasapproved by the Board of Directors on 7 May 2001.

6 - Presentation of petitions: none to report.

7 - Conferral of additional mandates to the independent auditors: In addition to the mandatefor the audit of the annual financial statements, the following mandates were conferred to GrantThornton S.p.A.

A N N U A L R E P O R T 2 0 0 1

81A N N U A L R E P O R T 2 0 0 1

CLASS EDITORI S.p.A. ITL EUR

Due diligence review of the financial statements of FAINEX S.p.A. for the year ending 31 December 1999, including verification of accounting, fiscal and working aspects of the preparation of the financial statements, and of the accounting situation as of 31 December 2000Fee and expenses 61,100,000

Due diligence review of the financial statements of FAINEX INTERNAT.PLC for the year ending 31 December 1999, including verification of accounting, fiscal and working aspects of the preparation of the financial statements, and of the accounting situation as of 31 December 2000Fee and expenses 10,525,000

Due diligence review of the financial statements of TELESIA SISTEMI S.r.l. and ubsidiary, ITALNETWORK S.r.l., for the year ending 31 December 2000, including verification of accounting, fiscal and working aspects of the preparation of the financial statementsFee and expenses 21,437,300

ADS audit of production and circulation of “Class” 1,652.66CAMPUS EDITORI S.r.l.ADS audit of production and circulation of “Campus” 1,652.66ITALIAOGGI EDITORI-ERINNE S.r.l.ADS audit of production and circulation of “Italiaoggi” 3,873.43MILANO FINANZA EDITORI S.p.A.ADS audit of production and circulation of “Milano Finanza Editori” 3,873.43

82

8 - Conferral of mandates to persons affiliated with the independent audit firm:

GRANT THORNTON IMPRESA S.P.A.

ARENTHALS GRANT THORNTON

9 - Opinions issued under the law by the independent auditors:

A N N U A L R E P O R T 2 0 0 1

CLASS EDITORI S.p.A. ITL

Valuation of economic capital of Multipla snc (Hasta S.p.A.)Fee and expenses 3,300,000Assistance in the valuation of economic capital of Class Editori S.p.A.Fee and expenses 22,000,000

ITALIAOGGI EDITORI - ERINNE S.r.l.Organization of accounting for the distribution areaFee 21,600,000Professional services carried out in the administration/finance areaFee 3,800,000Valuation of economic capital of Italia Oggi S.r.l.Fee and expenses

MF CONFERENCE S.r.l.Professional services carried out in the administration/finance areaFee 3,800,000

LOMBARD EDITORI S.r.l.Professional services carried out in the administration/finance areaFee 3,800,000

CFN/CNBC HOLDING EUR

Audit of 2001 financial statements 3,036

ITL

Opinion on the appropriateness of the ratio used for the exchange of quotas of capital of Class Editori S.p.A. and FAINEX S.p.A.Fee and expenses 41,000,000

Opinion on the appropriateness of the price of issue of shares for a capital increase excluding option rights, following the purchase of shares of CAD.IT S.p.A.Fee and expenses 30,750,000

83A N N U A L R E P O R T 2 0 0 1

10 - Frequency and number of meetings of the Board of Directors and of the Board ofStatutory Auditors:

- Board of Directors: 11 meetings in 2001- Board of Statutory Auditors: 4 meetings in 2001

11 - Observations on the respect of principles of correct administration: With the completionof its audit activity for the period, the Board of Statutory Auditors does not have any findingsto formulate with regard to the respect of principles of correct administration.

12 - Observations on the adequacy of the organization structure: The Board of StatutoryAuditors deems the Company's organization structure sufficient in relation to the Company'ssize and the type of activity carried out.

13 - Observations on the adequacy of the system of internal controls: On 12 September2001, the Board of Directors conferred the director Gabriele Capolino with the mandate ofevaluating the possibility of setting up a internal controls committee. The Board of StatutoryAuditors concurs with the opinion of the directors expressed in the report on operatingperformance regarding the sufficiency of the existing operation of the controls function.

14 - Observations on the adequacy of the administrative-accounting system and on thereliability of the same in correctly representing operating events: With the procurement ofinformation from the managers responsible and from the independent auditors, the Board ofStatutory Auditors has ascertained the adequacy of the administrative-accounting system aswell as the reliability of the same in correctly representing operating events.

15 - Adequacy of instructions sent to subsidiary companies pursuant to Article 114,Paragraph 2 of Legislative Decree n. 58 of 1998: The parent company has issued adequateinstructions to the subsidiary companies in accordance with Article 114,Paragraph 2 of LegislativeDecree n. 58 of 1998.

16 - Other significant aspects, if any, with regard to the meetings with the independentauditors: The periodic meetings held by the Board of Statutory Auditors with the independentauditors in accordance with Article 150, Paragraph 2 of Legislative Decree n. 58 of 1998 didnot give rise to any significant findings that would merit mention in this report.

17 - Adoption of the Self-Discipline Code for Corporate Governance of Publicly TradedCompanies: The Company's corporate governance structure is based on the recommendationsand provisions of the Self-Discipline Code drawn up by a committee set up by Borsa ItalianaS.p.A..

In this regard, it is noted that:- on 12 September 2001, a compensation committee was established;- the Board of Directors contains four non-executive, independent directors (out of a to-

tal of 11 directors);- as indicated, the Company is currently evaluating the possibility of setting up an inter-

nal controls committee.

18 - Conclusive statements on the audit activity carried out:No significant events emergedduring the course of audit activity described above that would have required notice to theregulatory authorities or mention in this report.

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19 - Proposals of the Board of Statutory Auditors to the shareholders: In terms of the scopeof its responsibility, the Board of Statutory Auditors expresses a favourable opinion with regardto the approval of the financial statements and the proposed dividend distribution.

Milan, 15 April 2002

The Board of Statutory Auditors

C. M. Mascheroni (Chairman)Lucia Cambieri (Acting Auditor)Vieri Chimenti (Acting Auditor)

A N N U A L R E P O R T 2 0 0 1