FINANCIAL RELEASE

The General Annual Meeting of Dmail Group S.p.A. approved

Ordinary session
- Financial Statements for period ended 31 December 2011
- Integration of the Board of Directors for the appointment of Borgogna and Mazzuca
- Appointment of the auditors Deloitte&toucheS.p.A. ( 2012-2020)
- First section of the Remuneration Report
- The Extraordinary Meeting of Dmail Group S.p.A. resolved to postpone the adoption of
the resolutions regarding the items on the agenda of the extraordinary session to 9.30 on 11
May 2012 at the Centro Fondazione Stelline - Sala Grassi - in Milan, Corso Magenta
61/63.

Milan, 7 May 2012 - The Annual General Meeting of the Shareholders of Dmail Group S.p.A., company listed in the Star segment of Borsa Italiana, was held today in second calling chaired by Andrea Zanone Poma, on ordinary and extraordinary sessions.

Ordinary Meeting

Financial Statements for 2011

The Ordinary Meeting approved the Financial statements for period ended 31 December 2011, in the terms proposed by the Board of Directors and already disclosed on 26 March 2012, details of which are attached to this release. During the meeting, the schedules of the consolidated financial statements of the Group at 31 December 2011, attached below, were also submitted to the Shareholders. It should be noted that the Shareholders' Meeting approved the proposal to carry forward the entire loss for the period of Dmail Group S.p.A. totalling Euro 7,748,471.76 and to pass the resolutions required for the purposes of Article 2446 of the Italian Civil Code and, therefore, the proposal to increase the share capital by payment in the aforementioned terms.
In the financial statements for year ended 31 December 2011 the Company, however reporting significant uncertainties, deemed it appropriate to adopt the principle of the continuity of business, whose adoption, as specified in the Directors' Report, is subordinated to: (i) the evolution of tax risks connected to the subsidiary Buy On Web S.p.A. in liquidation; (ii) the achievement of a situation of economic and financial balance for the Group, which is also connected to the achievement of the results of the developing activities and growth strategies of the Group in the short and medium term; (iii) the achievement of an agreement for the suspension of payments and reorganization of credit facilities with the banking institutions; and (iv) the input of new financial resources thanks to the recapitalization in option (subject to the CONSOB authorisation procedures ).
Integration of the Board of Directors
The Shareholders' Meeting resolved to integrate the current Board of Directors by appointing as Directors Mssrs. Vincenzo Borgogna (already appointed by cooptation on 23 January 2012) and Alfonso Saverio Mazzuca (already appointed by cooptation on 23 April 2012); their office shall terminate with the approval of the financial statements for year ended 31 December 2013 together with those of the directors currently in office. Alfonso Saverio Mazzuca declared he is in possession of the requirements of independence pursuant to Article 148 (3) of Legislative Decree no.
58/1998 and Article 3 of the Corporate Governance Code. The curricula vitae of the new members of the Board of
Directors are made available to the public at the offices of the company or on its internet website (www.dmailgroup.it).
The Annual General Meeting also passed the following resolutions: (i) Dott. Vincenzo Borgogna shall receive annual emoluments of Euro 100,000.00 gross in 2012 and Euro 150,000.00 gross in 2013 and for the residual term of office of the current Board of Directors, in addition to the compensations already approved by the Annual General Meeting held on 9 May 2011, before any withholdings and charges required by the law and pro rata temporis; and (ii) to confirm the remuneration of the Directors holding specific offices.
Appointment Deloitte & Touche S.p.A. of as the new Independent Auditors for 2012 - 2020
Upon the proposal of the Board of Statutory Auditors, the Board resolved to appoint Deloitte & Touche S.p.A. as independent auditors for the years 2012 - 2020 pursuant to Legislative Decree no. 39/2010
Remuneration Report
The Board approved, by non-binding vote, Section I of the Remuneration Report, drawn up for the purposes of Article
123-ter of Legislative Decree 58/1998 and 84-quater, and in compliance with Attachment 3 Schedules 7-bis and 7-ter of
Consob Regulations n.11971/1999.

* * *

With reference to the request received by Consob on 2 May 2012 pursuant to Article 114 (5) of Legislative Decree no.
58/98, the Meeting provided the following information:
1. holding into account that - as indicated in the report of the directors - the shareholders Smalg S.p.A., Norfin S.p.A. and Banfort Consultadoria e Servicos Lda "declared that they would be available" to subscribe a share of the proposed capital increase for a total of 4.2 euro/mln, "subject to the equity and financial rebalancing of the Group to be achieved thanks to an agreement with the banking system" please provide details on the conditions upon satisfaction of which the mentioned shareholders are prepared to subscribe to the aforementioned recapitalization, clarifying whether at the date of the meeting formal and irrevocable commitments to this effect have already been undertaken.
The subscription commitment by the shareholders Smalg S.p.A., Norfin S.p.A. and Banfort Consultadoria e Servicos Lda required "that an agreement were entered into between the company and the credit institutions with a view to the renegotiation of existing debts".
Subscription commitments were formally undertaken by:
(i) SmalgS.p.A. on 15 March 2012 for an overall total of Euro 2,592,000; (ii) NorfinS.p.A. on 15 March 2012 for an overall total of Euro 1,455,000;
(iii) Banfort Consultadoria e Servicos Lda on 15 March 2012 for an overall amount of Euro 200,000.
The aforementioned commitments will be binding for the shareholders from the date of subscription and until the earlier between: (i) the complete execution of the operations regarding the Capital Increase in option and (ii)
31 December 2012.
The Company initiated the activities to reach agreements for the suspension and renegotiation of medium - long term credit relationships with the banking sector, involving a moratorium on payment of the principal and interest amounts in order to ensure the implementation of the 2012-2016 industrial plan, the terms and

2

conditions of which are still being negotiated, at the time being, with the banking institutions. The shareholders' commitments are therefore conditional upon the achievement of an agreement between the Company and the above banking institutions.
2. considering that - according to observations put forward by the Board of Statutory Auditors for the purposes of Article 2446 of the Italian Civil Code - the Company "requested and obtained that some shareholders undertook to provide the Company with sufficient financial resources for the next few months and anyway for the period necessary to complete the recapitalization operations", please clarify whether, at the date of the meeting, such shareholders have already contributed any amounts towards the future capital increase or loans in favour of your Company, or whether any commitments have been undertaken to such effect.
The shareholders Smalg S.p.A., Norfin S.p.A. and Banfort Consultadoria e Servicos Lda separately undertook to make available to the Company the following amounts: as to Smalg S.p.A., up to a maximum of Euro 518,400, as to Norfin S.p.A., up to a maximum of Euro 291,000 and as to Banfort Consultadoria e Servicos Lda, up to a maximum of Euro 40,000.
At the date of the Meeting the following amounts have already been paid: (i) Smalg S.p.A. Euro 235,000;
(ii) Norfin S.p.A Euro 132,000;
(iii) Banfort Consultadoria e Servicos Lda Euro 18,000.
The aforementioned amounts were paid towards the future capital increase and can be set off any amounts to be paid at the time of the recapitalization in option.
3. considering that - as stated in the directors' report - the financial resources arising from the proposed recapitalization are intended to "finance the commercial operations suitable to support the necessary investment for developing the business, in addition to providing the financial requirements connected to any tax liabilities arising from the current assessments" , (i) please put forward the directors' considerations on the suitability, to that effect, of the financial means arising from the capital increase, also assuming that such recapitalization is subscribed in the said amount of 4.2 million euro; (ii) please provide an update on the state of the litigation with the Revenue Agency on 3.4.2012 (including, among other things, on the value added tax relating to purchases of a specific category or products) to which reference is made in the consolidated financial statements for year ended 31.12.2011.
(i) The maximum capital amount has been determined with a view to ensuring that the 2012 - 2016 business plan approved by the company is fully implemented. It should be pointed out that the business plan also provides for the settlement, with the tax authorities, of the tax liabilities of Buy On Web S.p.A., in liquidation (in the measure of the provisions already made in the financial statements) and the achievement of an agreement for the renegotiation of bank borrowings.
In the event 4.2 million euro capital increase is subscribed and paid, provided the tax liabilities of Buy On Web S.p.A. in liquidation are settled with the tax authorities and an agreement is reached for the negotiation of bank borrowings, the company will have the necessary resource for running current operations for the present year and will have to pinpoint alternative objectives and strategies which might include extraordinary operations suitable to improve the exploitation of the group's assets.
(ii) A litigation is currently ongoing with the Revenue Agency, also in the light of the recent provisions of Law Decree 16/2012 (as converted into law by Law no. 44 dated 26 April 2012), aiming at assessing the existence of the conditions for an agreement with the said Agency.
In particular, we are considering a possible agreement which, for the purposes of Value Added Tax, could involve a confirmation of the findings contained in the tax assessment documents and, for the purposes of Direct Tax and IRAP, the acknowledgment that the conduct held by the Company was legitimate.

3

4. please put forward the considerations of the directors on the impact of a failure to successfully proceed to the proposed recapitalization on the renegotiation of the current financial indebtedness and on the continuation in business of your Company and of the group.
To date, based on the ongoing negotiations, no requests have been put forward to guarantee the full subscription of the proposed recapitalization as the basic condition for the success of the renegotiation of bank borrowings (to this effect, please refer to the contents of point 3 (i)).
With reference to the continuation in business of the company, the relevant manners will be affected by the actual amount of the capital increase and therefore, in consideration of such amount, the Company will adopt different strategic measures which are not, at the time being, defined in terms of scale and contents.
5. considering that - according to the contents of the directors' report - the "2012 - 2016 industrial plan progressively provides for the achievement of an economic and financial balance and a better Debt/Equity ratio, assuming that the capital is increased and bank borrowings renegotiated" please clarify times and manners for the achievement of such financial and economic balance.
The plan, based on the developed assumptions, provides for the achievement of the economic balance, in terms of operating results, as early as the current period, whereas, in terms of net profits, the re-balancing is forecast starting from 2014, through a process of group-wide restructuring of the operating costs and revenues.
With regard to the financial balance, based on the assumptions of the plan (agreement for the renegotiation of bank borrowings; agreement with the tax authorities) the full subscription and payment of the capital increase would allow for the achievement and maintenance of the balance throughout the entire time span of the business plan.
DECLARATION OF THE COMPLIANCE OFFICER
For the purposes of Article 154 (2) of the Italian Consolidated Finance Law, Dr. Mauro Albani, the compliance officer in charge of drawing up the company's accounting documents, declares that the accounting information disclosed in this press release matches the results of
the accounting books and records of the company.

§

The Financial statements and the consolidated financial statements for period ended 31 December 2011 of Dmail S.p.A., the Directors' Report, the Report of the Board of Statutory Auditors and of the Independent Auditors and Corporate Governance Report, are available to the public, at the Company's registered offices, at the offices of Borsa Italiana, and by publication on the company's website: www.dmailgroup.it.(section Company's data Deposit of meetings' documents).

Attachments:

1. Consolidated Balance Sheet

2. Separate Consolidated Profit And Loss Account

3. Consolidated Statement Of Comprehensive Income

4. Consolidated cash flow statement

5. Balance Sheet Of Dmail Group S.P.A.

6. Separate Profit And Loss Account Of Dmail Group S.P.A.

7. Statement Of Comprehensive Income - Dmail Group S.P.A.

8. Cash Flow Statement Of Dmail Group S.P.A.

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Dmail Group S.p.A. Image Building S.r.l.

Francesco Berti Simona Raffaelli, Alfredo Mele, Valentina Bergamelli

Investor Relator Media Relations Tel. 02 5522941 Tel. 02 89011300 investor.relations@dmailgroup.it dmail@imagebuilding.it

Dmail Group S.p.A., listed in the Star segment of Borsa Italiana, conducts its business in the segments of Media Commerce and

Local Media.

In the Media Commerce area, the Group is leader in the direct, multi-channel sales, particularly online, in Italy and abroad, of

innovative and good value products branded "Dmail - Idee utili e introvabili - www.dmail.it", "Dcomfort - Idee per vivere meglio -

www.dcomfort.it", "DGarden - Idee per vivere il tuo spazio verde - www.dgarden.it", "DPets - Idee per chi ama gli animali" -

www.dpets.it".

Publishing activities are managed by Dmedia Group which controls Netweek, the first local media circuit in Northern Italy. Consisting of 42 local publications, Netweek has a circulation of 600 thousand copies and more than 3.5 million weekly readers. Dmedia also publishes the Netweek.it website, the local news portal. Further information on the company is available on the website: www.dmailgroup.it.

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CONSOLIDATED BALANCE SHEET

ASSETS - BALANCE SHEET (amounts in thousands of Euro)

31/12/2011

31/12/2010

Non current assets

Intangible assets

Goodwill and other intangible assets with indefinite useful life

14,890

16,339

Indefinite life intangible assets

6,262

6,234

Tangible assets

Property, plant and equipment

11,325

11,649

Other non current assets

Shareholdings

529

526

Securities and loans receivable

365

374

Miscellaneous amounts receivable and other non current assets

0

17

Deferred tax assets

1,798

2,534

TOTAL NON CURRENT ASSETS (A)

35,169

37,674

Current assets

Stocks

11,053

9,880

Due from tax authorities

3,120

272

Trade receivables and other current assets

22,559

19,453

Held-for-trading securities

0

0

Loans receivable and other current financial assets

98

0

Cash and cash equivalents

1,358

2,423

TOTAL CURRENT ASSETS (B)

38,189

32,027

TOTAL DISCONTINUED OPERATIONS/ASSETS HELD FOR SALE(C)

1,147

6,987

TOTAL ASSETS (A + B + C)

74,504

76,688

LIABILITIES - BALANCE SHEET (amounts in thousands of Euro)

31/12/2011

31/12/2010

Shareholders' equity

Attributable to the Parent Company

3,475

12,821

attributable to Minority Interests

1,192

1,271

TOTAL SHAREHOLDERS' EQUITY (D)

4,667

14,092

Non-current liabilities

Non-current financial liabilities

520

624

Post employment benefit (TFR) and other staff-related reserves

1,959

1,937

Reserve for deferred tax liabilities

1,905

1,954

Provisions for risks and charges

1,005

705

Finance lease liabilities

1,125

1,224

Miscellaneous amounts payable and other non current liabilities

TOTAL NON-CURRENT LIABILITIES (E)

6,513

6,444

Current liabilities

Current financial liabilities

30,731

27,472

Finance lease liabilities

160

158

Due to tax authorities

659

1,229

Trade and other current payables

20,531

17,499

TOTAL CURRENT LIABILITIES (F)

52,081

46,358

TOTAL LIABILITIES (H= E + F)

58,594

52,802

TOTAL DISCONTINUED / HELD FOR SALE LIABILITIES (G)

11,244

9,794

TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES (D+H+G)

74,504

76,688

6

SEPARATE CONSOLIDATED PROFIT AND LOSS ACCOUNT

PROFIT AND LOSS ACCOUNT

(amounts in thousands of Euro)

31/12/2011

31/12/2010

Revenues

73,707

73,402

Other revenues

3,118

3,014

Cost of goods

(24,517)

(23,284)

Cost of services

(38,539)

(38,719)

Staff costs

(8,191)

(8,499)

Other operating expenses

(2,532)

(2,441)

Depreciation, amortisation, provisions and write-downs

(5,058)

(3,322)

Operating income

(2,010)

152

Net financial income (expense)

(2,150)

(1,320)

Profit before tax and minority interests

(4,160)

(1,168)

Income taxes

(1,204)

(210)

Net profit from continuing activities

(5,364)

(1,379)

Net profit from discontinued operations

(3,958)

(1,704)

Profit for the year

(9,322)

(3,083)

Attributable to:

- Net profit (loss) for the period - Group

(9,328)

(3,069)

- - Consolidated net profit (loss) for the period - Minorities

6

(14)

Basic profit (loss) per share attributable to ordinary Parent Company shareholders

(1,245)

(0,410)

Diluted earnings (loss) per share attributable to ordinary Parent Company shareholders

(1,245)

(0,410)

Basic profit (loss) per share from continuing activities

(0,717)

(0,184)

Diluted profit (loss) per share from continuing activities

(0,717)

(0,184)

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

STATEMENT OF COMPREHENSIVE INCOME

(amounts in thousands of Euro)

31/12/2011

31/12/2010

Profit (loss) for the period

(9,322)

(3,083)

Profit (loss) from translation of foreign companies' financial statements

16

(28)

Other components of comprehensive income

16

(28)

Total overall profit (loss) for the period

(9,306)

(3,111)

Attributable to:

- Parent company shareholders

(9,312)

(3,097)

- Minorities

6

(14)

7

CONSOLIDATED CASH FLOW STATEMENT

CONSOLIDATED CASH FLOW STATEMENT (amounts in thousands of Euro)

31/12/2011

31/12/2010

Result for the period

(5,364)

(1,379)

amortisation of intangible assets

960

844

depreciation of tangible assets

1,063

1,006

provisions and write-downs

4,281

1,864

income from financial activities

2,150

1,268

Gains (losses) on disposal

(15)

0

Cash flow from operating activities

3,076

3,604

Changes in current amounts receivable and other receivables

(7,475)

3,025

Changes in stocks

(1,173)

2,098

Changes in payables to suppliers and other payables

3,089

(1,766)

Changes in Post-employment Benefit (TFR) and other employee reserves

(888)

(953)

Changes in assets and liabilities for the period

(6,448)

2,404

Cash flow from operating activities for the period

(3,372)

6,008

Investments in tangible and intangible assets

(2,041)

(2,034)

Purchase (sale) of financial and other fixed assets

(0)

0

Sale of tangible assets

180

0

Proceeds from the sale of shareholdings

200

0

Purchase of subsidiaries net of acquired debt

0

0

Cash flow utilised for investment activities

(1,661)

(2,034)

New financing from medium/long-term borrowings

1,035

4,500

Repayment of medium/long-term borrowings

(4,239)

(4,054)

Interest paid

(2,222)

(1,404)

Instalments on finance leases

(97)

(141)

Purchase of own shares

0

0

Dividends paid

(85)

(89)

Cash flow from financing activities

(5,608)

(1,187)

Changes in net financial resources

(10,642)

2,787

Net cash flow from the discontinued operation

(705)

(1,089)

Net financial resources at beginning of period

(13,013)

(14,711)

Changes in the scope of consolidation

40

0

Net financial resources at end of period

(24,320)

(13,013)

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BALANCE SHEET OF DMAIL GROUP S.P.A.

BALANCE SHEET - ASSETS (amounts in Euro)

31/12/2011

31/12/2010

Non current assets

Intangible assets

Indefinite life intangible assets

312

1,510

Tangible assets

Property, plant and equipment

4,642,215

4,857,710

Other non current assets

Shareholdings

35,813,573

36,743,573

Miscellaneous amounts receivable and other non current assets

426

310

Deferred tax assets

254,692

1,110,939

TOTAL NON CURRENT ASSETS (A)

40,711,218

42,714,042

Current assets

Due from tax authorities

2,947,486

4,797

Trade receivables and other current assets

1,789,764

1,574,623

Cash and cash equivalents

184,499

156,360

TOTAL CURRENT ASSETS (B)

4,921,749

1,735,781

TOTAL ASSETS (A+B)

45,632,967

44,449,823

BALANCE SHEET - LIABILITIES

(amounts in Euro)

31/12/2011

31/12/2010

TOTAL SHAREHOLDERS' EQUITY (D)

7,058,442

14,806,914

Non-current liabilities

Non-current financial liabilities

639,253

Post employment benefit (TFR) and other staff-related reserves

115,627

93,540

Reserve for deferred tax liabilities

1,316,515

1,315,000

Provisions for risks and charges

4,529,599

576,262

Finance lease liabilities

10,023

26,060

TOTAL NON-CURRENT LIABILITIES (E)

5,971,764

2,650,114

Current liabilities

Current financial liabilities

31,128,136

24,584,500

Finance lease liabilities

11,162

27,237

Due to tax authorities

66,294

658,797

Trade and other current payables

1,397,169

1,722,260

TOTAL CURRENT LIABILITIES (F)

32,602,761

26,992,794

TOTAL LIABILITIES (H= E + F)

38,574,525

29,642,909

TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES (D+H)

45,632,967

44,449,823

9

SEPARATE PROFIT AND LOSS ACCOUNT OF DMAIL GROUP S.P.A.

SEPARATE PROFIT AND LOSS ACCOUNT (amounts in €000's)

31/12/2011

31/12/2010

Changes

Revenues

449,828

634,502

(184,674)

Other revenues

448,134

405,102

43,032

Total revenues and other income

897,962

1,039,604

(141,642)

Cost of goods

(11,938)

(14,375)

2,437

Cost of services

(1,428,012)

(1,577,674)

149,662

Staff costs

(620,162)

(725,737)

105,575

Other operating expenses

(149,810)

(112,805)

(37,005)

Depreciation, amortisation, provisions and write-downs

(5,103,067)

(2,208,125)

(2,894,942)

Operating income

(6,415,026)

(3,599,113)

(2,815,914)

Financial income

340,608

1,145,880

(805,272)

Net financial expense

(1,380,339)

(850,676)

(529,663)

Profit before tax

(7,454,757)

(3,303,909)

(4,150,848)

Tax

(293,714)

586,954

(880,668)

Profit (loss) for the period

(7,748,472)

(2,716,945)

(5,031,527)

STATEMENT OF COMPREHENSIVE INCOME - DMAIL GROUP S.P.A.

STATEMENT OF COMPREHENSIVE INCOME

(amounts in Euro)

31/12/2011

31/12/2010

Profit (loss) for the period

(7,748,472)

(2,716,945)

Changes in the fair value of derivatives.

0

0

Other components of comprehensive income

0

0

Total overall profit (loss) for the period

(7,748,472)

(2,716,945)

10

CASH FLOW STATEMENT OF DMAIL GROUP S.P.A.

CASH FLOW STATEMENT (in thousands of Euro)

31/12/2011

31/12/2010

Result for the period

(7,748)

(2,717)

Dividends

(335)

(1,145)

income from financial activities

1,375

850

Gains /losses on disposal

(55)

0

Depreciation of tangible assets

63

34

Depreciation of intangible assets

1

8

Provisions to Post-employment benefit (TFR)

29

38

Provisions and write-downs of shareholdings

5,710

2,165

Cash flow from operating activities

(959)

(768)

Change in trade receivables and other receivables

(2,978)

798

Changes in trade and other payables

(988)

176

Changes in Post-employment Benefit (TFR) and other employee reserves

(157)

(34)

Changes in assets and liabilities for the period

(4,122)

935

Cash flow from operating activities for the period

(5,081)

165

Purchase of tangible assets

0

(81)

Sale of tangible assets

202

0

Capital increase in subsidiaries

0

(5,050)

Cash flow utilised for investment activities

202

(5,131)

Loans received from / issued to subsidiaries

10,393

220

Instalment payments on finance leases

(32)

(16)

New financing, medium/long-term borrowings

0

4,500

Repayment of medium/long-term borrowings

(3,417)

(3,335)

Interest paid

(1,376)

(850)

Dividends received

335

1,145

Dividends paid

0

0

Sale (purchase) of own shares

0

0

Cash flow from financing activities

5,904

1,664

Changes in net financial resources

1,024

(3,296)

Net financial resources at beginning of period

(15,364)

(12,068)

Net financial resources at end of period

(14,340)

(15,364)

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distributed by