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EPH SpA

AGM Information Nov 13, 2019

4251_rns_2019-11-13_89eadfbe-8ebd-4c8e-a36f-19c594523a74.pdf

AGM Information

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Press Release

Ordinary and Extraordinary Shareholders' Meeeting

Milan, 12 november 2019

  • Giovanni La Croce appointed as new Board Director until the approval of the budget for the year 2021 in place of Paola Mungo, whose mandate expired with today's Shareholders' Meeting
  • Resolution of not proceeding with liability actions against the Chairman and Chief Executive Officer Paolo Ainio
  • Capital increase approved for a maximum amount of euro 20 million
  • With post-meeting validity, Serenella Rossano joins the Board of Directors as representative of the minority list in place of Moshe Sade Bar

Milan, 12 november 2019 – The Shareholders' Meeting of ePRICE S.p.A., which met today in Milan, in ordinary session, and resolved to appoint Mr. Giovanni La Croce as director of the company, with a duration equal to the other directors, that is, until the Shareholders' Meeting called to approve the financial statements for the year 2021, and with equal remuneration.

The appointment of dr. La Croce is made necessary, for the purpose of integrating the Board of Directors, following the expiry of the mandate of Ms. Paola Mungo, whom the Company thanks for the work done.

In the ordinary session, on the second item on the agenda at the request of the shareholder Arepo BZ S.à.r.l., the Shareholders' Meeting resolved to reject the Arepo BZ S.à.r.l.'s proposal of liability action pursuant to art. 2393 cod. civ. towards Paolo Guglielmo Luigi Ainio, Chairman and CEO of the Company.

In extraordinary session, the Shareholders' Meeting then resolved to increase the share capital on payment of a maximum counter-value of Euro 20,000,000.00 (twenty million), including any premium, to be implemented by and not beyond 31 May 2020, in separate tranches, through the issue of ordinary shares without notional value, with regular entitlement, to be offered in option to current holders of ordinary shares, pursuant to article 2441, paragraph 1, 2 and 3 of the Italian Civil Code.

The proxy gives the Board of Directors the faculty to establish in the imminence of the offer and in compliance with the aforementioned limits, methods, terms and conditions of the transaction, including the issue price, including any share premiums. The Assembly therefore resolved to approve the consequent amendment of the art. 5 of the association, also granting the Chairman every and more ample power to provide for what is necessary for the implementation of the resolution, for the successful completion of the transaction.

For further information, reference should be made to the minutes of the Shareholders' Meeting which will be published within the terms and according to the methods envisaged by the applicable legal and regulatory provisions. The summary report of the votes and the Articles of Association updated with the aforementioned changes will also be made available to the public in the manner and timing provided for by current legislation.

It is also announced that the Board of Directors, meeting today, has co-opted, starting from the end of the aforementioned Shareholders' Meeting, Ms. Serenella Rossano representing the Minority List, as required by the Articles of Association, following the resignation of Mr. Moshe Sade Bar, received on 7 November without further specific reasons.

***

The press release is made available on corporate.eprice.it e

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 189 million and GMV (Gross Merchandise Volume) of Euro 253 million in 2017. ePRICE is one of the largest online stores in Italy specialised in high-tech products (electronics) and is the leader in the sale of large domestic appliances online. In January, ePRICE launched the Home Service Mobile Platform to manage premium delivery and installation services, which covers 14 million residents. ePRICE manages a network of 130 Pick&Pay locations in 109 cities, which combine the advantages of buying online and the convenience and security of a neighbourhood shop.

For more details:

ePRICE S.p.A.

Gabriele Colasanto Corporate Development & Investor Relator +39 02.30315400 [email protected]

Image Building Simona Raffaelli, Emilia Pezzini, Vanessa Gloria Media Relations +39 02.89011300 [email protected]

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