EPH SpA — Investor Presentation 2017

Nov 14, 2017

ePRICE SpA - November 2017 0 EUROPEAN MIDCAP CONFERENCE - MADRID 14 NOVEMBER 2017

DISCLAIMER

This presentation has been prepared by ePRICE S.p.A. for information purposes only and for use in presentations of the Group's results and strategies.

For further details on the ePRICE Group, reference should be made to publicly available information.

Statements contained in this presentation, particularly regarding any possible or assumed future performance of the Group, are or October be forward-looking statements based on ePRICE S.p.A.'s current expectations and projections about future events, and in this respect October involve some risks and uncertainties.

Actual future results for any quarter or annual period October therefore differ materially from those expressed in or implied by these statements due to a number of different factors, many of which are beyond the ability of ePRICE S.p.A. to control or estimate precisely, including, but not limited to, the Group's ability to manage the effects of the uncertain current local and global economic conditions on our business and to predict future economic conditions, the Group's ability to achieve and manage growth, the degree to which ePRICE S.p.A. enters into, maintains and develops commercial and partnership agreements, the Group's ability to successfully identify, develop and retain key employees, manage and maintain key customer relationships and maintain key supply sources, unfavourable development affecting consumer spending, the rate of growth of the Internet and online commerce, Italian advertising market, competition, fluctuations in exchange rates, any failure of information technology, inventory and other asset risk, credit risk on our accounts, regulatory developments and changes in tax laws.

ePRICE S.p.A. does not undertake any obligation to publicly release any revisions to any forward-looking statements to reflect events or circumstances after the date of this presentation.

Any reference to past performance of the ePRICE Group shall not be taken as an indication of future performance.

This document does not constitute an offer or invitation to purchase or subscribe to any shares and no part of it shall form the basis of or be relied upon in connection with any contract or commitment whatsoever.

By attending the presentation you agree to be bound by the foregoing terms.

FROM BANZAI TO ePRICE

Q1 2016	Q2 2016	Q3 2016	Q3/Q4 2016	Q4 2016	Q1 2017
Launch of Home Service • 35% population coverage at launch • +50% NPS(1) vs.	Sale of Banzai Media • 45 €M EV • 17.5 €M capital gain • 3Y agreement	New brand identity & TV campaign • 10 €M ADV campaign in 3 years • 8M people	Sale of Saldiprivati • 38 €M EV • 7.8 €M capital gain • 5Y agreement	New Strategic Guidelines 2017-2021 • +4/6% M/S Online Tech market • +4/6% M/S	Change of Name & Ticker
prev. svcs	w/ Mediaset to purchase TV ADV, 7 €M benefit	reached on 35-54 y.o. target	to manage fullfillment for SRP Italian activities.	Home Service market • 3X GMV by 21 • 4-6% Ebitda margin by 21

ePRICE SpA - November 2017 3 (1) Net Promoter Score is a management tool that can be used to gauge the loyalty of a firm's customer relationships. It can be as low as −100 (everybody is a detractor) or as high as +100 (everybody is a promoter). An NPS that is positive (i.e., higher than zero) is felt to be good, and an NPS of +50 is excellent.

ePRICE: THE NATIONAL E-COMMERCE LEADER

9M 17 TTM REVENUES Eu 204mn

~1.6mn customers (2) ~500 technicians(3) >1,400 merchants

9M 17 TTM GMV (1) Eu 270mn

134 Pick&Pay 290 Lockers 1 brand new fulfilment center

LOCAL E-COMMERCE CHAMPION FOCUSED ON CAPTURING A HIGH-POTENTIAL, FAST-GROWING MARKET

A UNIQUE VALUE PROPOSITION TAILORED TO THE ITALIAN MARKET, SUPPORTED BY A FLEXIBLE AND SCALABLE PLATFORM

2

SIGNIFICANT TRACK RECORD AND GMV/REVENUE GROWTH TO GENERATE VALUE THROUGH SCALE & RELEVANCE, IN ORDER TO REACH PROFITABILITY

• (1) TTM Gross Merchandise Volume: includes revenues from products, shipping and 3P marketplace sales, net of returns and VAT included. Revenue from services includes transports, warranties, B2B and other revenues. GMV from services does not include B2B, ADV&Infocommerce.
• (2) Customers who bought at least once on ePRICE or on the marketplace.

ePRICE: FROM e-COMMERCE TO e-SERVICE

OUR SERVICE-DRIVEN MISSION

"To serve the technological evolution of Italian households"

14 €BN PER YEAR OF TECH PRODUCTS. TODAY 1.8 €BN ARE ONLINE, ALMOST DOUBLING IN 4 YEARS.

HUGE OPPORTUNITY SHIFTING ONLINE

Tech & Appliances Retail in Italy B2C Sales (market Eu BN)

offline online

• (1) €3.4BN Market size for current Technology & Appliances perimeter. Smart Home additional market estimate (€0.5BN) included. Source: ePRICE reelaboration on Forrester Research, GFK, other public sources and internal estimates, 2017.
• (2) LFL growth 2017vs 2016. Restated for offline players' Click&Collect sales (from Q2 16 to Q1 17), market up c. +10% YoY. Source: ePRICE re-elaborations on GFK and internal estimates.

APPLIANCES GROWING FASTER

2017 H1 CORE Market TECH in Italy (% growth)

Traditional Tech&Appliances H1 17	Online (2) Tech&Appliances H1 17	Tech&Appliances ePRICE GMV H1 17
-1.5%	c.+8.5%	+12.5%

HOW CURRENT MARKET IS SHAPING COMPETITION

ePRICE STRATEGY

SALES & SERVICE STRATEGY Unique positioning and higher GM

Core Sales & Services

Online Market Leader High Ticket Premium Services Best Price Pioneers in innovative delivery& last mile services Breadth and Depth of Catalogue Broad Network of Delivery Points (Pick&Pay)

MARKETPLACE STRATEGY

Accelerating marketplace growth to improve profitability

Mass Market Product – Long Tail

Number 1 Italian 3P Marketplace Lower average ticket Mostly price driven Breadth and Depth of Catalogue thanks to 3P merchants Extended >400 delivery points network Broadest available range of payments method New automated fulfilment center

ePRICE: HIGHLIGHTS OF 9M 17

Overperformed market slowdown: 9M 17 online Tech&Appliances market growth +8.5% YoY ( c. -15 pct.pt. vs 9M 16 growth) and vs. +16- 18% estimate at beginning of 2017(1) .

Consolidating GMV Market Share in MDA: >30% of online market. +165% YoY # Deliveries "Home Service" based on MDAs.

Relevant market share growth makes ePRICE key player on online TV sales, with double digit growth, outperforming negative reference market

Initial positive indications from new approach (accelerating shift to marketplace of Mass Market Products (IT, Mobile, SDA etc))

(1) Gross Merchandise Volume: includes revenues from products, shipping and 3P marketplace sales, net of returns and VAT included. Revenue from services includes transports, warranties, B2B and other revenues. 3P Marketplace and Warranties Sales Boost: Marketplace GMV up 54% YoY in 9M 17; warranties up +41% YoY.

14 €BN PER YEAR OF TECH PRODUCTS. TODAY 1.8 €BN ARE ONLINE, ALMOST DOUBLING IN 4 YEARS.

HUGE OPPORTUNITY SHIFTING ONLINE

Tech & Appliances Retail in Italy B2C Sales (market Eu BN)

• (1) €3.4BN Market size for current Technology & Appliances perimeter. Smart Home additional market estimate (€0.5BN) included. Source: ePRICE reelaboration on Forrester Research, GFK, other public sources and internal estimates, 2017.
• (2) ePRICE Internal estimates and re-elaboration, based on GFK data

2017 9M Market TECH&APPLIANCE in Italy (% growth)

Traditional Tech&Appliances 9M17	Online (2) Tech&Appliances 9M17	Tech&Appliances ePRICE GMV 9M 17
-1.6%	8.5%	+9.3%

In 9M16 offline market was up 2.3 % YoY

CURRENT ONLINE MARKET IS SHAPING COMPETITION IN TWO BLOCKS 1/2

• Block 1: High Ticket, Family Capex, Low Frequency
• Block 2: Low Ticket, Mass Market Tech Goods, High Frequency

ePRICE Internal estimates and re-elaboration, based on GFK data

CURRENT ONLINE MARKET IS SHAPING COMPETITION IN TWO BLOCKS 2/2

ePRICE STRATEGY ON ACCELERATING SHIFT TO MARKETPLACE FOR MASS MARKET & LONG TAIL PRODUCTS

Accelerating marketplace growth to improve profitability

Mass Market Product – Long Tail

Number 1 Italian 3P Marketplace
Lower average ticket
Mostly price driven
Breadth and Depth of Catalogue thanks to 3P
merchants
Extended >400 delivery points network
Broadest available range of payments method
New automated fulfilment center

Block 2

9M 17 GMV & REVENUES (1) (2)

9M 17 Highlights

• Confirmed Growth in core categories GMV
• MDA: outperformed market growth also thanks to improved relationships with main vendors
• TV: relevant market share growth makes ePRICE key player on online TV sales, which could bode well for 2018 (World Football Cup & renewal of DVB-T-2
• Extended Warranties: up 41% YoY in 9M
• Marketplace: up 54% YoY in 9M, now at 14% weight on GMV
• Services & Other: good performance in ADV&Infocommerce and B2B revenues

• Promotions: increased weight of freeshipping campaigns affected Q2

• (1) Gross Merchandise Volume includes revenues from products, shipping and 3P marketplace sales, net of returns and VAT included. Revenue from services includes deliveries, warranties, B2B, ADV&Infocommerce and other revenues. GMV from services does not include B2B, ADV&Infocommerce.

• (2) Services&other have been restated and now include warranties.

Q3 17 GMV & REVENUES (1) (2)

(2) Services&other have been restated and now include warranties.

9M 17: CUSTOMER KPIS

ePRICE SpA - November 2017 17

Q3 17: MARKETING EFFICIENCY TO BOOST Q4 BLACK FRIDAY OPENS THE ALL-IN CHALLENGE

EVOLUTION OF EPRICE ADV CONCEPT & POSITIONING GOALS ACHIEVED IN Q3 17

Q4 ALL-IN BLACK FRIDAY Run up CHRISTMAS SEASON

More than 1k products at Eu 0.99 across 18 days of November thru to Black Friday From Black Friday to Cyber Monday hundreds of highly discounted products

Reach: up to 96.3%, +31% vs TV only GRPS: up to 1,650, + 168% vs TV only

ADV focused on selling in stock MDAs&TV, aggressive pricing and «xmas gifts» of value-added services provided by ePRICE in local areas

LOGISTICS & SERVICES: BRAND NEW FF CENTER NOW OPERATING, HOME SERVICE PLATFORM GROWING UP

NEW LOGISTIC CENTER READY TO HOST HIGHER VOLUMES (30K SQUARE METERS) BUILT FOR EPRICE AS WELL AS 3RD PARTY NEEDS

A PROFESSIONAL NETWORK OF HOME SERVICE DESIGNED FOR SCALE & DIFFERENTIATION

ePRICE SpA - November 2017 19

(1) WEEE: Waste Electrical & Electronic Equipment Directive (2012/19/EU). (2) Based on about 2.218 feedbacks

ePRICE: MARKETPLACE UPDATE

UNIQUE FEATURES OFFERED TO MERCHANTS

>15% weight on GMV (c. + 6 p.p. vs. Q3 16) #1,465 Sellers (+86% vs. Q3 16) #3.7M Offers (+50% vs. Q3 16) 2.1 offers per product +54% GMV YoY growth and 9M

IMPRESSIVE 3P MARKETPLACE PATTERN GROWTH IN 9M 17

• Seller Growth >+86% YoY and +100 international sellers
• Unique Offer Growth: +200% Unique Offers YoY
• Smartphone, PC and Consumables: marketplace at around 20% GMV

CONSOLIDATED P&L 9M 17

Profit & Loss w/o VC	9M 2017	9M 2016	9M YOY
GMV	178.3	163.2	9.3%
Total Revenues	133.2	127.2	4.7%
Cost of Revenues	-113.6	-107.7	5.5%
Gross Profit	19.6	19.5	0.4%
Gross Margin %	14.7%	15.3%
Sales & Marketing	-8.7	-7.1	22.8%
Fullfilment	-13.5	-12.3	9.7%
IT	-1.4	-1.0	37.1%
G&A	-6.0	-6.0	0.1%
EBITDA ADJUSTED	-10.0	-6.9	45.0%
Ebitda Adjusted %	-7.5%	-5.4%
Non recurring costs	-1.0	-0.7	58.0%
EBITDA	-11.1	-7.6	46.1%
Ebitda %	-8.3%	-6.0%
EBIT	-16.2	-10.5	54.2%
Ebit %	-12.1%	-8.2%
-
EBT from continuing operations	-16.5	-11.0	50.5%
Ebt %	-12.4%	-8.6%
EBT from discontinued activies	0.7	13.9
Net result	-15.8 -11.9%	3.0 2.3%

Comments

Gross Margin

GM down by 60 bps vs. 9M 16 mainly due H1 competitive pressure and promotions, partially compensated by the positive contribution of marketplace and infocommerce. GM slightly improved in Q3 17, net of one off infocommerce contract registered in Q3 16.

S&M

S&M up 23% in 9M (including TV in H1), but down 6.4% YoY in Q3, benefitting also from lower costs of one off infocommerce contract and TV campaign (started September 2016). ADV+FS+GM at 7.1% of revenues in 9M 17 vs. 6.7% in 9M 16

IT & GA

IT costs increased due to SAP&IT platforms set up & maintenance costs G&A flat in 9M and down by 8.2% in Q3 17 vs Q3 16

Non recurring

Non recurring items includes one off costs Eu 0.7 mn related to SAP and logistics for the new Fulfilment Center, the remaining related to SOP

Net result

Please note that 2016 was positively impacted from the Eu 13.9 mn capital gain of Saldiprivati and Banzai Media disposal

9M 17 CASH FLOW

Eu mn

Cash flow	9M 2017	9M 2016	Var %
Net result	-16.5	-11.0	51%
D&A	4.7	2.9	64%
Other non cash items	1.1	1.3	-12%
Change in WC	-13.7	-8.2	67%
Cash flow from operations	-24.3	-15.0	62%
Cash flow operting from discontinued activities	0.0	-4.8
Net capex	-10.5	-5.9	77%
Acquisition	-2.3	-0.9	152%
Cash flow from investing activities	-12.7	-6.8	87%
Cash flow investing from discontinued activities	1.2	30.4
Change in net equity	1.0	0.0
Dividend paid	-5.2
Treasury stock	-0.4	-1.1
Change in financial credit (credit card)	0.3	-0.2
Change in bank debt	3.5	-8.5	-59%
Cash flow from financing activities	-0.7	-9.8	-93%
CASH FLOW	-36.5	-6.0
Cash position at the beginning of semester	54.7	33.5
Cash position at the end of semester	18.2	27.6

Comments

• Negative impact on WC mainly due to seasonality on supplier payments in Q3 and to the reversal of positive effect seen in Q4 16, i.e. December purchases paid in January 17. Similarly at end of 2017 calendar will impact positively NFP.
• Capex increased YoY mainly due to new Fulfilment Center (c. Eu 5 mn) and SAP
• c. Eu 2.3 mn cash-out related to M&A and Eu 5.6 mn related to dividend paid and treasury shares
• c. Eu 1.0 mn cash-in thanks to Warrant conversion
• Eu 4 mn M/T loan financing for new Fulfilment Center (Eu 1.0 mn reimbursed in 9M 2017)

9M 17 BALANCE SHEET

Eu mn

Balance Sheet	FY 2016	H1 2017	9M 2017
Property, plant and equipment	3.0	6.7	8.1
Goodwill	14.3	14.3	14.3
Intangible assets	12.6	14.0	14.0
Financial assets	4.0	5.0	5.7
TOTAL ASSETS	33.9	40.0	42.1
NWC	(4.4)	2.3	7.5
Deferred tax assets	9.7	9.7	9.7
Provisions	(2.1)	(2.1)	(2.0)
Other non current debts	(0.4)	(0.4)	(0.4)
Net Invested Capital	36.7	49.5	56.9
Net Equity	92.9	78.4	72.7
Net Financial Position	(56.2)	(28.9)	(15.7)
Total Sources	36.7	49.5	56.9

9M / Q3 17 TAKEAWAYS

Slower than expected 9M also due to market performance, but solid growth on Core Categories Revenues and 1P sales related to "Family Capex" (MDA, A/C, TV)

Accelerating shift to Marketplace on other categories to effectively cover demand for lower ticket categories and long tail products (>15% of GMV q3 and YoY)

Consolidated leading position of TV category

Last mile Services & Warranties growing with increasing attach rate

New fulfilment center in Truccazzano now serves 1P and 3P sales, including Showroomprive

Marketing push focused on Q4 campaign to address Black Friday and Christmas opportunity

Focus of first party offer on «core» categories, and accelerated marketplace shift on mass market products

FY17 OUTLOOK

ePRICE highlights that, also due to the negative trend registered by the reference market, the first nine months of 2017 results showed a slowdown in growth trends with respect to initial expectations. Historically, the last quarter of the year impacts significantly the results of the full year, and as a reference, in 2016 the last quarter represented around 36% of the overall GMV and revenues of the year.

Therefore, the likelihood of ePRICE reaching its target of profitability improvement, as set out in the guidance disclosed last September, is strictly linked to the trend in the reference market and to the results that will be achieved in this last quarter of the year; as already stated, a marketing push through a TV and radio campaign has been also planned for the last quarter of the year.

ePRICE further highlights that the Net Financial Position historically improves in the last quarter of the year, thanks to business seasonality. We therefore expect the Net Financial Position at the end of the year to improve with respect to 9M17.

STRATEGIC GUIDELINES RECAP: OUR BUSINESS GOALS, LOOKING FORWARD

STRATEGIC GUIDELINE

TARGET 2021 METRICS

ePRICE PEERS – PERFORMANCE (PRICES AS OF 11/10/17)

Stock	Mkt cap	3M	6M	1Y
ePRICE (BANZAI)	114	-23.9%	-33.3%	-14.2%
AO World Plc	479	-11.4%	-29.6%	-37.1%
Verkkokauppa.com Oy	361	-8.8%	-3.0%	17.6%
ASOS plc	4,794	-3.8%	-5.6%	20.4%
Zalando SE	9,915	0.9%	0.7%	14.9%
YOOX Net APorter S.p.A.	2,648	4.7%	13.0%	14.9%
boohoo.com Plc	2,241	-18.6%	6.3%	68.7%
SRP Groupe SA	356	-40.8%	-58.3%	-38.8%
MySale Group plc	180	15.7%	11.3%	28.8%
FTSE Italy	334,526	3.0%	3.9%	31.7%
FTSE Italia Star	20,380	3.9%	4.2%	45.2%
Bechtle AG	2,985	21.5%	28.8%	54.3%
Groupe LDLC SA	126	-23.3%	-24.7%	-39.5%
zooplus AG	1,029	-9.4%	-18.9%	12.4%
Shop Apotheke Europe NV	467	31.2%	44.7%
Groupe LDLC SA	126	-23.3%	-24.7%	-39.5%
Solutions 30 SE	662	6.4%	33.9%	114.0%
HomeServe plc	2,724	14.6%	19.2%	36.1%

Source: Factset

ePRICE PEERS – VALUATION (PRICES AS OF 11/10/17)

Stock	Mkt cap	EV/Sales 2016	EV/Sales 2017	EV/Sales 2018	EV/Ebitda 2016	EV/Ebitda 2017	EV/Ebitda 2018
ePRICE (BANZAI)	114	0.3	0.5	0.5	n.m.	n.m.	n.m.
AO World Plc	479	0.7	0.5	0.5	n.m.	209.9	38.1
Verkkokauppa.com Oy	361	0.9	0.8	0.7	23.6	26.3	19.4
ASOS plc	4,794	3.2	2.4	1.9	48.8	38.0	27.8
Zalando SE	9,915	2.4	2.0	1.6	33.2	32.8	25.4
YOOX Net APorter S.p.A.	2,648	2.0	1.8	1.5	26.1	23.0	16.7
boohoo.com Plc	2,241	7.4	3.9	2.9	61.6	41.9	29.8
SRP Groupe SA	356	0.5	0.4	0.3	9.3	13.1	8.3
MySale Group plc	180	1.1	1.1	0.9	51.3	34.4	24.7
Bechtle AG	2,985	0.9	0.8	0.7	16.5	14.3	12.5
Groupe LDLC SA	126	0.3	0.4	0.3	8.9	10.7	8.5
zooplus AG	1,029	1.1	0.9	0.7	50.5	84.7	46.6
Shop Apotheke Europe NV	467	2.5	1.6	0.9	n.m.	n.m.	608.0
Solutions 30 SE	662	3.6	2.5	1.8	39.4	27.4	19.5
HomeServe plc	2,724	3.8	3.2	2.9	19.4	15.7	14.1

Source: Factset

REAL GROWTH HAPPENING IN THE PURE ONLINE MARKET

ONLINE TECH&APPLIANCES PENETRATION ON TOTAL RETAIL IN ITALY

TECH & APPLIANCES MARKET GROWTH BY CHANNEL

2011-2016 (2011=100)

Unlocking Italy's growth potential

• Collapse of traditional retailers
• Increasing mobile access
• Increased online payment penetration

2016 Italian retail Market value	Eu bn
Italian Retail Market value	240
Italian Online Total Retail Market value	10
ePRICE Addressable Retail Market value	14.5
Online Tech&Appliances Market Retail	1.7
Pure online Players Tech&Appliances Market	c. 1.0

EPRICE: NEED-DRIVEN, MULTI-SPECIALIST

• Multi-specialist Approach

• Focus on High Tickets
• Complex products
• Pick&Pay and Lockers
• Premium Services
• •Network of installers

Conceptual chart representing a selected number of relevant players

EPRICE TOP MANAGEMENT

Paolo Ainio Founder & Executive Chairman

• Founded Banzai (now ePRICE) in 2007
• Launched Virgilio, the major Italian internet portal, in 1994
• Sold it to SEAT Pagine Gialle in 1999, running the online business until 2002

Pietro Scott Jovane CEO

• Joined Banzai (now ePRICE) in 2015
• CEO and GM of Italian listed publisher RCS MediaGroup in 2012-2015
• Microsoft's CEO in Italy
• CFO of Internet Division in Matrix, Seat Group / Telecom Italia.

MAIN SHAREHOLDERS

The share capital of ePRICE S.p.A. is equal to Euro 826,297 composed by n. 41,314,850 ordinary shares without par-value.

RELEVANT SHAREHOLDERS	NUMBER OF SHARES	% SHARE CAPITAL
Paolo Ainio1	9,447,615	22.87%
Arepo BZ S.a.r.l.	8,613,850	20.85%
Pietro Boroli	2,138,997	5.18%
Treasury Shares	1,023,202	2.48%

(1) of which 221.750 (0,54%) held trough PUPS S.r.l., 80% controlled by Paolo Ainio

There are no other shareholders, outside of those listed above, with a shareholding of more than 5% that have notified Consob and ePRICE S.p.A. according to art. 117 of Consob Regulation no. 11971/99 on notification requirements of major holdings.

FINANCIAL CALENDAR 2017

Nov 17						Feb 18						Mar 18
	M	T	W	T	F		M	T	W	T	F	M	T	W	T	F
			1	2	3					1	2				1	2
	6	7	8	9	10		5	6	7	8	9	5	6	7	8	9
	13	14	15	16	17		12	13	14	15	16	12	13	14	15	16
	20	21	22	23	24		19	20	21	22	23	19	20	21	22	23
	27	28	29	30			26	27	28			26	27	28	29	30

Feb 8, 2018 Preliminary FY 17 Sales

Mar 8, 2018 Full FY 17 results

DEFINITIONS

• GMV: Gross Merchandise Volume, it includes revenue from products, deliveries and revenue from 3P marketplace, net of returns and VAT included. Infocommerce and Advertising and B2B revenues not included
• Net Promoter Score: is a management tool that can be used to gauge the loyalty of a firm's customer relationships
• TTM GMV/Revenues: Trailing/Last Twelve Months Results
• Gross Margin: since 30.9.2016 Gross Profit/Margin has been restated and is now net of delivery costs, booked under fulfilment
• Fulfilment Transport Costs: delivery costs (courier, premium)
• Fulfilment Internal Costs: all other fulfilment
• G&A: also includes costs previously booked as "holding"

CONTACTS

ePRICE S.p.A.

Via San Marco 29

20121 Milan, Italy

corporate.eprice.it

IR

Micaela Ferruta

Head of Investor Relations and Strategic Planning

+39 0230315400

Investors.eprice.it

investor.relations@eprice.it