PRESS RELEASE

ePRICE: ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING RESOLUTIONS

Approval of the company's financial statements for the fiscal year ending 31st December 2018

Appointment of the Board of Directors and of the Board of Statutory Auditors

Paolo Ainio confirmed as Chairman of the Board of Directors

Milan, 16 april 2019

The Ordinary and Extraordinary Shareholders' Meeting of ePRICE, the leading Italian e-Commerce company listed on the STAR segment of the Italian Stock Exchange since 2015, was held today.

Financial Statement as of 31st December 2018

The Shareholders' Meeting reviewed the Consolidated Financial Accounts, examined and approved by majority the separated Financial Statements as of 31st December 2018 and resolved to carry forward the net loss for the period amounting to c. 1.8 million euro.

Remuneration Report pursuant to art. 123-ter of Leg. Decree 58/1998

The Shareholders' meeting approved the Remuneration Report of officers in accordance to article 123-ter of Consolidated Law on Financial Intermediation.

Appointment of Board of Directors and Board of Statutory Auditors

The Shareholders' Meeting called to decide on the renewal of the Board of Directors, established the number of its members at 11. The list presented by Paolo Ainio, Pups Srl, Vis Value participations S.r.l., Pietro Boroli and Micheli Associati S.r.l. obtained the majority of the votes and appointed: Paolo Ainio, Roberto Mazzei, Pietro Boroli, Matteo Renzulli, Chiara Burberi, Piero Galli, Annunziata Melaccio, Roberta Vercellotti, Arabella Caporello, Pierluigi Bernasconi. The ten directors appointed by the majority list are joined by Moshe Sade Bar, in representation of the list presented by Arepo BZ Sàrl. The Shareholders Meeting confirmed Paolo Ainio as Chairman of the Board of Directors. The Board will remain in office until the approval of the Financial Statements at December 31, 2021.

Roberto Mazzei, Chiara Burberi, Piero Galli, Annunziata Melaccio, Arabella Caporello and Moshe Sade Bar have declared to be in possession of the independence requirements referred to in article 148, paragraph 3, of the legislative decree 24 February 1998 n. 58 ("TUF").

The Shareholders' Meeting also appointed the Board of Statutory Auditors which will remain in office until the approval of the financial statements at December 31, 2021, which is composed of: Giorgio Amato - Chairman

-with Stefania Bettoni and Gabriella Chersicla - Standing Auditors - determining the corresponding remuneration of the Auditors and of the Board.

The following equity investments were declared by the Directors in ePRICE SpA at the time of their appointment: Paolo Ainio, n. 9,452,615 shares (equal to 22.88% of the Share Capital) held directly and indirectly through Pups S.r.l. and Arepo Fiduciaria S.p.A., Pietro Boroli, directly and indirectly through Vis Value S.r.l. n. 2,181,200 shares (equal to 5.28% of the Share Capital), Roberto Mazzei, directly and indirectly through Benedettina S.r.l. n. 505.630 (equal to 1.2% of the share capital).

The Chairman Paolo Ainio expressed his deepest gratitude to the outgoing directors for their efforts for the Group in these years of fruitful collaboration.

1

corporate.eprice.it

Stock-Option Plan 2019-2021, Stock Grant Plan 2019 and capital increase

The Board resolved:

the approval of a Stock Option Plan concerning the assignment of option rights called "Stock Option Plan 2019-2021", reserved for executive directors, employees and collaborators of EPRICE S.p.A. and its subsidiaries;

the approval of a Stock Grant Plan called "Stock Grant Plan 2019" concerning the assignment of a maximum of 670,000 EPRICE ordinary shares, already in the Company's portfolio, reserved for executive directors, employees and collaborators of EPRICE SpA and its subsidiaries.

The Shareholders' Meeting in Extraordinary Session, did not approve the proposal for a paid share capital increase, divisible, by the deadline of December 31, 2025, with the exclusion of the option right pursuant to art. 2441, paragraph 4, according to period, cod. civ., for a total amount of a maximum nominal value of € 40,000, through the issue, even on several occasions, of a maximum of n. 2,000,000 ordinary shares with no nominal value, reserved for the beneficiaries of the "Stock Option Plan 2019-2021", and consequent amendment of the art. 5 of the by-laws.

These Plans are intended to align the interests of the top management with those of the shareholders, pursuing the primary goal of creating value and safeguarding the company assets over the medium-long term, as well as favouring the retention of key resources in the organization and the continuity of company results, avoiding excessive focus on short-term results.

Filing of documentation

The financial statements as at 31 December 2018 together with the other documents, as components of the annual financial report, have been deposited, available to anyone who requests them, at the Company's registered office and on the SDIR-NIS authorized storage mechanism www.1info.it The report is also available on the 'Investor relations' section of the corporate.eprice.it website, and in other prescribed ways.

The minutes of this Ordinary and Extraordinary Shareholders' Meeting will be made available on the corporate.eprice.it website, "governance" section, and in accordance with the law pursuant to articles 77 and 85 of Consob Regulation n. 11971/99.

The Executive Officer in charge of preparing the corporate accounting documents, Emanuele Romussi, declares, pursuant to Article 154-bis, paragraph 2 of the Consolidated Finance Act, that the accounting information contained in this press release is in keeping with the underlying accounting documents, records and accounting entries.

***

ePRICE is Italy's leading e-Commerce company. Founded by Paolo Ainio and listed on the STAR segment of the Italian Stock Exchange since 2015, it is one of the leading internet companies in Italy with revenues of Euro 164 million and GMV (Gross Merchandise Volume) of Euro 234 million in 2018. ePRICE is one of the major online stores in Italy specialised in high-tech products (electronics) and is the leader in the sale of major domestic appliances online. ePRICE launched in Italy the Home Service Mobile Platform to manage premium delivery and installation services, which covers 16 million residents. ePRICE manages a network of 128 Pick&Pay locations in 109 cities, which combine the advantages of buying online and the convenience and security of a neighbourhood shop.

Per further information:

ePRICE S.p.A.

Image Building

Gabriele Colasanto

Simona Raffaelli, Emilia Pezzini, Vanessa Gloria

Corporate Development & Investor Relator

Media Relations

+39 02.30315400

+39 02.89011300

investor.relations@eprice.it

eprice@imagebuilding.it

2

corporate.eprice.it

Attachments

  • Original document
  • Permalink

Disclaimer

ePRICE S.p.A published this content on 16 April 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 16 April 2019 19:07:03 UTC