EPH SpA — Investor Presentation 2017

Oct 10, 2017

STAR CONFERENCE - LONDON 10 OCTOBER 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.

PRESENTING TODAY

Pietro Scott Jovane CEO

• Joined ePRICE (previously Banzai) 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.

Micaela Ferruta Head of IR and Strategic Planning

• Joined ePRICE (previously Banzai) in 2015
• Previously: Head of Media & Telecommunications Coverage in Intermonte
• Strategic and Business planning in Infostrada

FROM BANZAI TO ePRICE

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

ePRICE SpA - October ²⁰¹⁷ 4 (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

H1 17 TTM GMV (1) Eu 268mn

133 Pick&Pay 290 Lockers 1 brand new fulfilment center

2

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

3

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.

ePRICE SpA - October ²⁰¹⁷ 5 (2) Customers who bought at least once on ePRICE or on the marketplace.

(3) ePRICE Home Service

~1.6mn customers (2) ~500 installers (3)

H1 17 TTM REVENUES Eu 205mn

>1,000 merchants

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 SpA - October ²⁰¹⁷ 10

ePRICE: HIGHLIGHTS OF H1 17

• Overperformed market slowdown: 6M 17 online Tech&Appliances market growth +8.5% YoY ( -7ppt vs H1 16 growth) and vs. +16-18% estimate at beginning of 2017(1)
• 2 Solid Double Digit Growth in 4M of H1 17, offset by weak February (due to SAP planned rollout) and April (Easter+ extended bank holidays)
• 3 Solid Double Digit Growth on Family Capex (MDA+TV Segment), outperforming reference market
• 4

1

3P Marketplace and Warranties Sales Boost: Marketplace GMV up 55% YoY in H1 17 (>1.4X weight on Total GMV vs H1 16); warranties up +76% vs. H1 2016. +200% # Deliveries "Home Service" based

Negative impact on Gross Margin due to higher than expected push on promotions and free shipping, following February low promotional activities + mobile traffic gaining share (lower conversion rate)

6

S&M costs increased by 40% YoY, also impacted by ADV TV Campaign (Eu 0.7 mn) not present in H1 2016. Increase net of TV Campaign: +23% YoY

7 Improved Working Capital in Q2 progressively reducing high level of stock

(1) Internal estimates based on GFK+Forrester forecast data. Data about June still under review.

H1 17 GMV & REVENUES (1) (2)

H1 17 Highlights

• Solid Double Digit Growth in 4 out of 6 months in H1, offset by weak February due to SAP planned rollout and April (Easter + extended bank holidays)
• MDA: reinforced leadership with strong double digit growth on sales of products and related services
• TV: strong market share growth on TV sales
• Warranties: up 76% YoY in H1
• Marketplace: over 1.4x 3P marketplace weight on GMV in Q2, up 55% YoY in H1
• Services & Other: very good performance in ADV&Infocommerce and B2B revenues (as seen in Services and Other Revenues, but not incl. in GMV)
• 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.

H1 17: CUSTOMER KPIS DRIVE GROWTH

ePRICE SpA - October ²⁰¹⁷ 13

MARKETING EMPOWERMENT WITH NEW USER GENERATED CONTENT AND NEW TV COMMERCIALS FLIGHT IN Q2

CONSUMER REVIEWS NOW ACTIVE ACROSS FULL PRODUCT RANGE GOALS ACHIEVED WITH REVIEWS AND TV CAMPAIGN

ePRICE CUSTOMER CENTRIC PLATFORM: DEDICATED LOGISTICS AND PROFESSIONAL NETWORKS TO DELIVER AND INSTALL MDAs & SMART HOME PRODUCTS

A PROFESSIONAL NETWORK DESIGNED FOR SCALE & DIFFERENTIATION

Rollout completed Planned short term Potential

WORK IN PROGRESS: NEW LOGISTIC CENTER READY TO HOST HIGHER VOLUMES (30K SQUARE METERS)

ePRICE SpA - October ²⁰¹⁷ 15 (1) WEEE: Waste Electrical & Electronic Equipment Directive (2012/19/EU). (2) Based on about 2.218 feedbacks

THE PATH TOWARDS INNOVATION AND VALUE GENERATION

• nationwide network • More Trucks & Vans: additional #60 trucks to current directly controlled fleet (total now #90)
• New Fulfilment Center (Truccazzano): Automated logistics now started up
• New Repair & Maintenance: market test underway on repair and maintenance on out of warranty MDA

ePRICE: MARKETPLACE UPDATE

UNIQUE FEATURES OFFERED TO MERCHANTS

IMPRESSIVE 3P MARKETPLACE PATTERN GROWTH IN H1 17

>14% average weight on GMV (+4 p.p. vs. Q1 17) #1,162 Sellers (2X vs. Q2 16) #4.1M Marketplace Offers (+214% vs. Q2 16) 2.3 offers per product +55% GMV YoY growth in H1

• New Categories: Sport Launched in June with 60.000 unique offers
• Seller Growth: >70 international sellers
• Unique Offer Growth: +200% Unique Offers YoY
• Smartphone, PC and Consumables: double digit growth YoY on ePRICE's 3P Markeplace

H1 17 CONSOLIDATED P&L

Eu mn

Profit & Loss w/o VC	H1 2017	H1 2016	H1 YOY
	ACT	ACT
GMV	121.5	107.7	12.8%
Total Revenues	91.2	83.7	9.0%
Cost of Revenues	-78.0	-71.2	9.6%
Gross Profit	13.2	12.5	5.4%
Gross Margin %	14.5%	15.0%
Sales & Marketing	-6.2	-4.4	40.3%
Fullfilment	-9.2	-8.2	12.4%
I T	-0.8	-0.6	33.3%
G&A	-4.1	-3.9	4.4%
EBITDA ADJUSTED	-7.1	-4.6	54.3%
Ebitda Adjusted %	-7.7%	-5.5%
Non recurring costs	-0.7	-0.3	146.2%
EBITDA	-7.7	-4.8	59.5%
Ebitda %	-8.5%	-5.8%
EBIT	-10.7	-6.6	62.8%
Ebit %	-11.8%	-7.9%
-
EBT from continuing operations	-11.0	-7.1	56.2%
Ebt %	-12.1%	-8.4%
EBT from discontinued activies	0.7	15.5
Net result	-10.3	8.5	-221.8%
	-11.3%	10.1%

Gross Margin

• GM decreased by 50 bps vs. H1 16 mainly due to competitive pressure and increased promotional activity, mostly in Q2 17.

Marketing

• H1 17 marketing expenses ( ADV + FS and Incentive included in G.M.) at 7.3% weight on revenue vs. 6.8% in H1 16.
• ADV (excluding TV campaign) increased 16% YoY.

IT + G&A

• IT costs increased vs H1 16 due to SAP& IT platforms maintenance costs.
• G&A increased 4.4% YOY, lower than revenue growth.

Non recurring items

• Non recurring items in H1 17 include Eu 0.4 mn related to extra logistics costs due to SAP introduction and Eu 0.3 mn related to Stock options

D&A

• Depreciation increased 77% YoY due to SAP roll-out

Discontinued Activities

• Positive impact of Eu 0.7mn from discontinued in H1 17, thanks to Mondadori earn -out

H1 17 CASH FLOW

Eu mn

Cash flow	H1 2017 ACT	H1 2016 ACT	Var %
Cash flow from operations	-15.9	-10.5	51%
CF from operations from discontinued activities	0.0	-2.1	-100%
Net capex	-6.6	-4.0	65%
Acquisitions & Disposals	-1.4	-0.9	56%
Cash flow from investing activities	-8.0	-4.9	63%
CF from investing from discontinued activities	1.2	31.2
Change in net equity	1.0	0.0
Dividend paid	-5.2
Treasury stock	-0.3	-0.5
Change in financial credit (credit card)	-0.3	-0.3
Change in bank debt	3.4	-1.4	143%
Cash flow from financing activities	-1.4	-2.2	-36%
CASH FLOW	-24.1	11.5	-310%
Cash position at the beginning of semester	54.7	33.5
Cash position at the end of semester	30.6	45.0

• Negative impact on WC mainly due to seasonality on supplier payments (reversal of positive effect seen in Q4 16, i.e. December purchases paid in January 17), partially compensated in Q2 by lower inventory level vs Q1 peak (about Eu 2 mn)
• Capex increased YoY due to new FF Center (c. Eu 3mn) and SAP
• c. Eu 1.4 mn cash-out related to M&A and Eu 5.5 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 FF Center (Eu 0.6 mn reimbursed in Q2 2017)

H1 17 BALANCE SHEET

Eu mn

Balance Sheet	FY 2016	Q1 2017	H1 2017
Property, plant and equipment	3.0	3.8	6.7
Goodwill	14.3	14.3	14.3
Intangible assets	12.6	13.8	14.0
Financial assets	4.0	4.1	5.0
TOTAL ASSETS	33.9	36.0	40.0
NWC	(4.4)	5.0	2.3
Deferred tax assets	9.7	9.7	9.7
Provisions	(2.1)	(2.0)	(2.1)
Other non current debts	(0.4)	(0.4)	(0.4)
Net Invested Capital	36.7	48.3	49.5
Net Equity	92.9	89.0	78.4
Net Financial Position	(56.2)	(40.7)	(28.9)
Total Sources	36.7	48.3	49.5

H1/Q2 17 TAKEAWAYS

Overall slower than expected H1 due to market performance, but solid double digit growth on Core Revenues related to "Family Capex" (MDA, TV, A/C, etc)

Confirmed stronger GMV(1) growth vs. weaker thank expected reference market

Innovation in progress: testing permanent free shipping programs at Pick&Pay and opening new cat on marketplace

Last mile services& warranties growing as expected with increasing attach rate

Continue to build brand equity on TV and enrich contents with consumer reviews on website

Ready to take advantage of brand new 30K sqm fulfilment center in Truccazzano by Q4&Christmas season

Following H1 17 results below expectations due to slower market and intense promotional activity, ePRICE steps up its focus on service-driven products, with the goal of improving profit margins and Q4 17 EBITDA with respect to Q4 16

STRATEGIC GUIDELINES RECAP: OUR BUSINESS GOALS, LOOKING FORWARD

STRATEGIC GUIDELINE

TARGET 2021 METRICS

ePRICE PEERS – PERFORMANCE (PRICES AS OF 10/06/17)

Peer Group - Absolute Performances	Multiple Entities Report (Local Currency) as of 10/06/17
Stock	Price	Mkt cap	Ccy	3M	6M	1Y
ePRICE (BANZAI)	3.1	126	EU	-18.1%	-31.5%	9.1%
AO World Plc	1.1	521	GBP	-4.2%	-16.1%	-34.7%
Verkkokauppa.com Oy	8.0	361	EU	-2.3%	7.7%	17.3%
ASOS plc	60.3	5,027	GBP	7.1%	10.4%	19.6%
Zalando SE	43.7	10,803	EU	10.4%	10.4%	14.0%
YOOX Net APorter S.p.A.	32.9	2,995	Eu	26.6%	50.3%	16.2%
boohoo.com Plc	2.0	2,273	GBP	-11.6%	15.8%	64.0%
SRP Groupe SA	17.8	608	EU	-20.9%	-23.6%	-10.6%
MySale Group plc	1.2	180	GBP	2.4%	7.7%	30.4%
FTSE Italy	141	331,056		5.3%	9.6%	33.3%
FTSE Italia Star	37,902	21,097		12.9%	13.6%	49.8%
Bechtle AG	64.7	2,718	EU	16.0%	28.0%	26.3%
Groupe LDLC SA	25.0	158	EU	-9.4%	-17.7%	-31.3%
zooplus AG	134.5	959	EU	-23.6%	-0.8%	5.0%
Shop Apotheke Europe NV	50.8	461	EU	30.1%	88.1%
Groupe LDLC SA	25.0	158	EU	-9.4%	-17.7%	-31.3%
Solutions 30 SE	27.9	574	EU	22.9%	72.2%	113.3%
HomeServe plc	8.3	2,591	EU	14.8%	31.0%	36.5%

ePRICE PEERS – VALUATION (PRICES AS OF 10/06/17)

Peer Group - Multiple Comparison Multiple Entities Report (Local Currency) as of 10/06/17
Stock	Price	Mkt cap	Ccy	EV/Sales 2016	EV/Sales 2017	EV/Sales 2018	EV/Ebitda 2016	EV/Ebitda 2017	EV/Ebitda 2018
ePRICE (BANZAI)	3.1	126	EU	0.4	0.4	0.4	n.m.	n.m.	n.m.
AO World Plc	1.1	521	GBP	0.7	0.6	0.5	n.m.	417.2	46.7
Verkkokauppa.com Oy	8.0	361	EU	0.9	0.8	0.7	23.7	25.7	17.9
ASOS plc	60.3	5,027	GBP	3.3	2.5	2.0	50.9	38.6	28.9
Zalando SE	43.7	10,803	EU	2.7	2.2	1.8	37.6	34.0	26.1
YOOX Net APorter S.p.A.	32.9	2,995	Eu	2.3	2.1	1.8	30.5	25.8	19.2
boohoo.com Plc	2.0	2,273	GBP	7.5	4.0	3.0	61.8	42.1	30.0
SRP Groupe SA	17.8	608	EU	1.0	0.8	0.6	18.3	15.2	9.9
MySale Group plc	1.2	180	GBP	1.1	1.1	0.9	52.8	35.3	24.8
E-Commerce Average				3.0	2.1	1.7	36.6	65.2	33.5
E-Commerce Median				1.7	1.3	1.1	34.1	32.4	25.4
Bechtle AG	64.7	2,718		0.9	0.8	0.7	15.4	13.5	12.0
Groupe LDLC SA	25.0	158		0.4	0.4	0.4	10.9	10.9	8.6
zooplus AG	134.5	959		1.0	0.8	0.7	47.6	79.8	43.9
Shop Apotheke Europe NV	50.8	461		2.4	1.5	0.8	n.m.	n.m.	585.6
Solutions 30 SE	27.9	574		3.1	2.3	1.7	34.4	25.1	18.7
HomeServe plc	8.3	2,591		3.7	3.2	2.9	18.6	16.5	14.6

ePRICE SpA - October ²⁰¹⁷ 25

Q2 17 GMV & REVENUES (1) (2)

Q2 17 Highlights

• MDA: reinforced leadership with strong double digit growth on sales of products and related services, strong performance in built-in, fridges and washing machines
• AC: +90% YoY in June driven also by positive seasonal effects
• TV: strong market share growth on TV in Q2
• SDA: competitive pressure on SDAs stays high as experienced in Q1
• Marketplace: over 1.4x 3P marketplace weight on GMV vs 2016
• Services & Other: very good performance in ADV&Infocommerce and B2B revenues (booked as "Services and Other" Revenues, but not incl. in "Services and Other" GMV)
• Promotions: increasing freeshipping campaigns affected the GMV/revenues from "delivery" (booked as "Services & Other"). Net of this effect, "Services & Other" GMV up mid-single digit
• (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.

H1 17 GMV & REVENUES SPLIT BY MONTH

H1 17 Monthly Trend

• Solid double digit growth net of February impacted by SAP roll-out and a weak April (Easter+extended Bank Holidays) thanks to:
• January: sustained by long tail of Christmas campaign
• March: resuming promotional activity after SAP planned roll-out + positive calendar (#d)
• May: Resuming ePRICE Commercials on TV
• June: "Best Price Guaranteed" promise in new commercials created further sales acceleration with strong performances on seasonal 1P sales of A/C segment (c. +90% YoY)
• (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, ADV&Infocommerce and other revenues. GMV from services does not include B2B, ADV&Infocommerce.
• (2) Services&other have been restated and now include warranties.

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

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	963,202	2.33%

(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.

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