EPH SpA — Investor Presentation 2018

Oct 24, 2018

STAR CONFERENCE PRESENTATION

LONDON, OCTOBER 23RD, 2018

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 may be forward-looking statements based on ePRICE S.p.A.'s current expectations and projections about future events, and in this respect may involve some risks and uncertainties.

Actual future results for any quarter or annual period may 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.

ePRICE: PRESENTING TODAY

Emanuele Romussi CFO

• Joined Banzai (today ePRICE) in 2010
• Previously: CFO & Deputy General Manager at IPSOS
• Head of Finance at AVNET

Gabriele Colasanto Investor Relator & Corporate Development Manager

• Joined Banzai (today ePRICE) in 2014
• Previously 11 years in consultancy at The European House-Ambrosetti
• Marketing at IBM

ePRICE AT A GLANCE

"Serving the evolution of Italian households"

A unique online offer to cover customer needs… …powered by a complete e-Commerce platform

ePRICE: A BIT OF HISTORY

ePRICE : MAIN OFFER STRUCTURE AND KPIs

Offer strategic view (presented in march 2018)

FY 2017 KPIS

2018-2023 A CONSERVATIVE MARKET PROJECTION FOR ITALIAN ONLINE TECH&APPLIANCES MARKET

POSITIONING : THE ONLINE LOCAL PLAYER WITH A DIFFERENTIATED APPROACH

		Hitech	offline specialists		Online generalists
	Appliances	ü	ü	ü	ü	ü
	Tech	ü	ü	ü	ü	ü
Categories	Clothes	û	û	û	ü	ü
	Food, Toys, ecc.	û	û	3P Marketplace	ü	ü
Online Business Model	3rd Party Marketplace	û	û	ü	ü	ü
	Pick&Pay	457 stores	215 stores	134 P&P + 285 lockers	Postal Offices +150 lockers (growing)	û
Delivery	Day after	Limited to specified CAP	û	Limited to specified CAP	ü	û
	Night & weekend	û	û	Only weekend	ü	û
Premium	Floor Delivery	ü	ü	ü	û	û
Services	Installation	ü	ü	ü	û	û
Payment options		Most	Most	All, including cash and checks	Credit Card only	Most
	Financing	ü	ü	ü	û	û

LEADERS IN MDAs 1P SALES, ON TRACK TO MULTIPLY OUR SIZE AND RELEVANCE VS. MAJOR BRANDS

OUR HOME SERVICE CUSTOMER CENTRIC PLATFORM MAKES ePRICE FROM OTHER LOCAL PLAYERS

PRE DELIVERY: REAL TIME INFORMATION FLOW

THE DAY OF DELIVERY: ONLINE TRACKING

POST DELIVERY: FEEDBACK MNGMT

DISTINCTIVE ASSETS

• Online scheduling
• Proprietary Platform
• Ready4APP Mobile solutions
• Integrated with ePRICE cart and CRM

MARKETPLACE DRIVING TRAFFIC AND SUSTAINABLE GROWTH

UNIQUE FEATURES OFFERED TO MERCHANTS

#10 MN Offers in 2023 #1,740 Current sellers (+50% vs. H1 17) #4.5M Offers (+50% vs. FY 16) #2.2 M Unique Prdcts #8,000 Sellers in 2023 (c. 5X vs. FY 2017)

$\sim$ epatce.			Q	œ шu NI AUTO
	Informatica Eletrodomestici Telefonia Cima e Brico Sport Giocattoli Audio e TV Casa e cucino Videogiochi ALTRE Offerte			CONSEQUAL CRATS
CERCANELLE CATEGORIE PER "BCP + Tutti gli sport. attività cubber & vlaggi Africasture e Ahbigliamento	Categorie plu' visite: Guard Sci Onthiali Sci File Lative: 443 E - 900 E v. Mister Shopping v.	(iccity, Ta) "log" - pultood streets/olds e ex/accasts" / iccals a voditus ablyits, hoor is its? Abbigliamento Sci Donna	Sci Adulto Cappeli Sci Abbigliamento Sci Uomo
Sportivo (47 abindi	Pregno da C		Ordina oer Rievanza BLISTA	٠
So e Spot Invernal (47)	440	$- 3600$		Solo deponibili
artesti Abbigliamento So Uono (3 articolo Sri Atubo (44) Ved tutli FILTRA I PRODOTTI			THE R. P. LEWIS CO., LANSING MICH. CONTRACTOR	٠ а
Venditore	ATOMIC - Sci Uomo-	VOLK) - Sci Raceticer Sc	HEAD - Sci Supershape I	ATOMC - Sci Redden
BILITY LOWERSTER (1481 articoli)	Gunna Barbitan 4,464,50	New Rivers 165 4771.90	Stannon New 181 € 501.00	Druhladers Ox Breen 179 C403.50
Winnby (219)	CONSEGNA	CONSEGNA	CONSEGNA	CONSEGNA
ROTTERO SKI (200) Glocke Marketslace	WARTED 25 LUGLID	WARTED 25 LUGLIO	MARTEO 25 LUGLIO	MARTEO 25 LUGLIO
(1495) Nananesa (66) - PELSOSLIS				٠
Marche VOUL (18 articol) RSCHER (10) HEAD III ATOMIC (4) SALCHICIN (4) COOMAR (3)	CLOSE MAC MARINEZ, COL.	an I in something In the season of the
Scepli per Disponibili (47) articoló	SALOMON - SIS X-max 10 4 W17 Branco Grain 180 C403.30 CONSEGNA	HEAD - Sci Supershape II Sneet New Gole 184 4 501.00 CONSEGNA	FISCHER - Sni Red Thamps T. Allride Keen 6 629.10 CONSEGNA	ATOMC - Sri Radder Double-Service S.O. Co. Showers C454.50 CONSEGNA

MARKETPLACE ROADMAP

• Pick&Pay network extended to selected merchants in 2017, soon open to all
• Internazionalization: ongoing project with other marketplaces
• ePRICE Home Service extension attachable to 3P Marketplace Sales
• Logistic: 3P products fulfilled by ePRICE

11

MARKETPLACE PATTERN GROWTH IN H1 18 & FUTURE YEARS

A NATIONAL PLAYER WITH LOCAL COVERAGE: 130 PICK&PAY, 297 LOCKERS, 600 TECHNICIANS ALL OVER ITALY

(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.

SMARTER MARKETING INVESTMENTS TO DRIVE TRAFFIC AND BRAND AWARENESS (C. 72% AIDED BRAND AWARENESS WITH A SMALL BUDGET)

	UNAIDED BRAND AWARENESS1	SHARE OF VOICE TV ADV YTD 20182	"BRANDED PROMOS" AND PARTNERSHIPS TO AMPLIFY EPRICE BRAND RELEVANCE
	30,0%	25/30%
	41,0%	15/20%	AIDED RETAIL BRAND AWARENESS
	17,0%	4/6%	C. 72%
	79%	20/25%

1) Unaided Online Brand Awareness as YTD 2018

2) Average Share of Voice YTD 2018

Source: Mindshare

FY 17 GMV& REVENUES DROVE THE COMPANY TO A NEW STRATEGY

• Confirmed MDA online market share, driving warranties and services sales as well • TV market share increasing vs. a declining market, waiting for 2022 new big switch • Clima growing double digit, benefitting also from hot summer weather • IT GMV double digit growth, thanks to shift to marketplace • Components GMV double digit Up YoY • Telco shifting to marketplace: suffering from Telco operator competition • SDA decreasing market share due to Amazon's price pressure • Marketplace up 44% YoY in FY, gaining speed reaching c.15% weight on GMV

15

(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

FY 18: THE NEW STRATEGY DROVE TO SPECIFIC ACTIONS

Ongoing Key Actions at ePRICE

Q2&H1 18 HIGHLIGHTS

1. Execution of 2018 Strategic Guidelines delivering results: focus on margins and cost efficiency have led to € -0.4 MN Ebitda in Q2 vs. € –4.9 MN in Q2 17 1

Revenues decreased due to the reduction in sales with negative contribution, but 2 growth was preserved on Major Domestic Appliances and 3P Marketplace

Gross Margin progressed faster than expected: +180bps in H1, +340bps in Q2. 3 Already very close to FY Target.

Operational efficiency uplift, while far from full deployment, begins to be evident. 4 Fixed Cost Reduction almost fully implemented.

1. Cash consumption (excl. dividend): -33% in H1 and -78% in Q2 (€ 14.8M vs. € 22.0 MN in H1, € 1.5M vs € 6.6 MN in Q2) 5

H1 18 GMV & REVENUES (1) (2)

(1) Gross Merchandise Volume includes revenues from products, shipping and 3P marketplace sales, net of returns and VAT included.

(2) Revenue from services includes deliveries, warranties, B2B, ADV&Infocommerce and other revenues. GMV from services does not include B2B, ADV&Infocommerce;. Services&other have been restated and now include warranties.

EARLY RESULTS OF EXECUTION: EBITDA LOSSES HALVED IN H1

• Ebitda losses halved in H1
• Q2 Ebitda almost at break-even: Eu -0.4M vs. -4.9M in Q2 17
• Showing remarkable acceleration on Q over Q basis
• Expecting further improvements in H2

FIXED COSTS EFFICIENCY: -25% ON PAYROLL, -26% ON G&A AND IT COSTS IN Q2

• Headcount optimization (-25 employees)
• Renegotiation of G&A contracts and consultants reduction

(1) Excluding R&D Tax credit contribution

COSTS DOWN, CUSTOMER SATISFACTION UP

NET PROMOTER SCORE ePRICE, H1 2018

During H1 18, ePRICE improved its Total NPS by 17%. Streamlining processes for efficiency has also improved our level of technical and delivery services and while company costs are coming down, customer satisfaction is going up by 10 points in 6M.

Pick&Pay Network is confirmed as a top satisfaction channel, growing by 3 points.

Home Services deliveries maintain a very high level of satisfaction.

Survey only on ePRICE 1P Sales, no marketplace included Survey made at 10/07/2018 (1) ePRICE Total NPS is made by the average weighted on the number of respondents The Net Promoter Score is an index ranging from -100 to 100 that measures the willingness of customers to recommend a company's products or services to others. It is used as a proxy for gauging the customer's overall satisfaction with a company's product or service and the customer's loyalty to the brand.

ACCELERATING EXECUTION IN Q2: FOCUS

€MN, %

22

*= not including 0,8M tax credit contribution

ePRICE GROSS MARGIN H1 & Q2

GM Q2 17

Margin on Goods Rebates & Info

RMA & other costs Delivery/FS/ Promo Adv

Marketplace

Other

GM Q2 18

H1 18 Gross Margin vs. H1 17 Gross Margin (% of revenues)

• GM +180 bps YoY in H1, +340bps YoY in Q2
• Improvement due to reduced revenues with negative contribution, and increased marketplace contribution
• Damaged products impact still negative, to be improved in H2
• Negative impact from reduction of co-marketing TV Campaigns

Q2 18 NFP EVOLUTION VS. Q1 18

CASH CONSUMPTION VS. H1 & Q2 17

CONFIRMED GUIDELINES FOR 2018-2023

More conservative 2018-2023 market estimates after a disappointing year.

2018 efficiency plan with a leaner organization, worth up to 15-20% of 2017 cash costs (up to € 10 MN), back-end loaded.

Core Categories: confirmed leadership and focus on "Family Capex" (MDA, A/C, TV) and related services (warranties, delivery and installation, smart home).

Long tail/non service driven categories: accelerating shift to Marketplace to effectively cover demand and improve profitability (up to 50% penetration).

EBITDA and CF positive in 2019, including potential earn-outs and disposals.

NFP positive throughout the plan. Up to max. € 14 MN from earn-outs and disposals.

ePRICE PEERS – PERFORMANCE (PRICES AS OF 19/10/18)

Company	Price	Mkt Cap	YTD %Chg	3Mo %Chg	6Mo %Chg	12Mo %Chg	EV/Sales	EV/Sales FY1EV/Sales FY2		EV/EBITDA	EV/EBITDA FY1	EV/EBITDA FY2
ePRICE S.p.A.	1,57	66	-37.84%	11.32%	-20.67%	-44.77%	0,34	0,33	0,31	--	--	--
AO World Plc	1,61	741	30.32%	0.17%	1.00%	29.45%	0,77	0,69	0,62	--	136,47	36,65
Verkkokauppa.com
Oy	4,19	189	-40.82%	-29.46%	-25.18%	-44.94%	0,38	0,36	0,32	14,59	14,84	10,53
ASOS plc	68,4	5723	-9.58%	0.61%	-2.30%	11.60%	2,05	1,67	1,37	31,63	24,12	18,95
Zalando SE	34,32	8594	-22.20%	-28.41%	-20.04%	-17.64%	1,57	1,43	1,18	31,81	31,37	23,35
boohoo group Plc	2,48	2861	16.86%	4.30%	41.98%	13.95%	3,23	2,76	2,13	38,23	28,87	22,62
SRP Groupe SA	4,72	163	-25.55%	-27.94%	-37.40%	-73.32%	0,26	0,25	0,23	--	20,99	15,65
zooplus AG	141,4	1015	-5.92%	-3.15%	-19.98%	-0.42%	0,8	0,72	0,59	--	172,7	63,53
Solutions 30 SE	39,2	948	53.73%	-10.60%	23.66%	52.71%	2,92	2,24	1,64	37,07	25,03	17,22
HomeServe plc	10,54	3505	15.55%	-2.98%	26.17%	15.08%	3,69	3,3	3,1	17,05	14,79	13,74

31

H1 18: CUSTOMER KPIS

(1) Some of marketplace buyers possibly duplicated and in common with total ePRICE buyers, which are undpulicated (2) Spending per Buyer is calculated on revenue from products, deliveries and revenue from 3P marketplacegiven, net of returns and VAT included

H1 18 CONSOLIDATED P&L €MN

Profit & Loss	H1 2018	H1 2017	H1 YOY
Total Revenues	74.8	90.7	-17.5%
Cost of Revenues	-62.5	-77.5	-19.3%
Gross Profit	12.3	13.2	-7.0%
Gross Margin %	16.4%	14.6%
Sales & Marketing	-5.9	-6.2	-6.1%
Fullfilment	-8.8	-9.2	-4.7%
IT	-0.9	-0.8	14.8%
G&A	-2.5	-4.1	-39.1%
EBITDA ADJUSTED	-5.7	-7.0	-19.3%
Ebitda Adjusted %	-7.6%	-7.8%
Non recurring costs	1.7	-0.7	-356.0%
EBITDA	-3.9	-7.7	-48.9%
Ebitda %	-5.3%	-8.5%
EBIT	-8.4	-10.7	-22.0%
Ebit %	-11.2%	-11.8%
- EBT from continuing operations	-9.0	-11.0	-17.8%
Ebt %	-12.1%	-12.1%
EBT from discontinued activies	3.3	0.7
Net result	-5.8	-10.3	-44.2%
	-7.7%	-11.4%

Gross Margin

GM up by 180 bps vs. H1 17 mainly due to improvement on margin on goods, marketplace contribution, vendor rebates and info-commerce revenues (see chart GM waterfall)

S&M

S&M decreases 6% YoY mainly due to HR cost reduction. Advertising expenses for clients acquisition incidence on GMV increases by 0.3 points

G&A

G&A costs decrease 39% YoY due to HR and corporate cost reduction and to 0.8M€ tax credits contribution for R&D (-20% without tax credits)

Non recurring

Includes positive contribution of 2M€ related to the early termination of the logistics services contract with SRP (cashed in July)

EBIT

EBIT impacted by Y/Y 47% depreciation increase due to SAP and fulfilment center Investments

EBT from discontinued activities

3.3M€ including earn-out from Banzai Media Disposal and SRP carve out related to Saldiprivati disposal

Q2 18 CONSOLIDATED P&L €MN

Total Revenues 35.8 45.3 -21.0% Cost of Revenues -29.8 -39.3 -24.1% Gross Profit 6.0 6.0 -0.6% Gross Margin % 16.7% 13.3% Sales & Marketing -3.0 -3.6 -15.6% Fullfilment -4.0 -4.4 -7.3% IT -0.5 -0.5 -7.3% G&A -0.7 -2.1 -68.4% EBITDA ADJUSTED -2.3 -4.6 -50.9% Ebitda Adjusted % -6.3% -10.2% Non recurring costs 1.8 -0.3 -776.3% EBITDA -0.4 -4.9 -91.0% Ebitda % -1.2% -10.8% EBIT -2.9 -6.4 -55.1% Ebit % -8.1% -14.2% -	Profit & Loss	Q2 2018	Q2 2017	Q2 YOY
	EBT from continuing operations	-3.4	-6.5	-47.3%
Ebt % -9.6% -14.4%
EBT from discontinued activies 2.5 0.0
Net result -0.9 -6.5 -85.7% -2.6% -14.4%

Comments

Gross Margin

GM up by 340 bps vs. Q2 17 mainly due to improvement on margin on goods, marketplace contribution, vendor rebates and info-commerce revenues (see chart GM waterfall)

S&M

S&M decreases 16% YoY mainly due to HR cost reduction.

G&A

G&A costs decrease 68% YoY due to HR and corporate cost reduction and to 0.8M€ tax credits contribution for R&D (-29% without tax credits)

Non recurring

Includes positive contribution of 2M€ related to the termination of the logistics services contract with SRP

EBIT

EBIT impacted by Y/Y 58% depreciation increase due to SAP and fulfilment center Investments

EBT from discontinued activities

2,5M€ including earn-out from SRP carve out related to Saldiprivati disposal (already cash in at the closing in Nov. 2016)

BALANCE SHEET

Balance Sheet	31/12/17	31/03/18	30/06/18
Property, plant and equipment	7.8	7.5	7.0
Goodwill	14.3	14.3	12.8
Intangible assets	14.3	13.7	13.1
Financial assets	4.9	4.9	4.3
TOTAL ASSETS	41.3	40.4	37.2
NWC	(5.5)	3.9	7.7
Deferred tax assets	8.7	8.7	8.7
Provisions	(2.0)	(2.0)	(2.0)
Other non current debts	(0.4)	(0.4)	(0.4)
Net Invested Capital	42.1	50.6	51.2
Net Equity	63.4	58.7	57.7
Net Financial Position	(21.3)	(8.0)	(6.5)
Total Sources	42.1	50.6	51.2

€ MN

Comments

Goodwill decrease (1.5MN) vs Q1 2018 is related to Sitonline disposal

NWC increase vs Q1 2018 is mainly due to 2MN termination cost with SRP and 0.9 MN tax contribution credits for R&D, both registered in other receivables

€MN H1 18 CASH FLOW

Cash flow H1 2018 ACT H1 2017 ACT Var % Net result -9.0 -11.0 -18% D&A 4.4 2.9 52% Other non cash items -1.2 0.8 -256% Change in WC -8.8 -8.6 2% Cash flow from operations -14.6 -15.9 -8% Net capex -2.1 -6.6 -69% Other assets 0.2 Disposal Assets 1.1 Acquisition -0.3 -1.4 -77% Cash flow from investing activities -1.0 -8.0 -87% Cash flow investing from discontinued activities 0.8 1.2 -35% Change in net equity 0 1.0 Dividend paid -5.2 Treasury stock 0.0 -0.3 -100% Change in financial credit (credit card) 1.5 -0.3 -585% Change in bank debt 3.9 3.4 16% Cash flow from financing activities 5.4 -1.4 -486% CASH FLOW -9.5 -24.1 -61% Cash position at the beginning of quarter 21.1 54.7 Cash position at the end of quarter 11.6 30.6

Cash flow from operations and investing activities absorbed €15.6MN in H1 18 vs. €23.9MN in H1 17. €8.3MN improvement is mainly due to reduction in Net Capex € (4.5 MN), Ebitda Cash € (1.5MN) and Acquisition € (1.1 MN) Negative Change in WC due to seasonality, in line with last year. DPO decreased over expectations reduced cash from WC for about € 2MN Change in bank debt related to new short term bank loan	provided in February 2018

€ MN NET WORKING CAPITAL

Net Working Capital	30/06/17	31/12/17	30/06/18
Inventories	20.0	20.3	16.1
Trade receivables	7.6	8.9	5.8
Trade Payables	(28.1)	(37.7)	(22.0)
Other receivables and payables	2.8	3.1	7.9
NET WORKING CAPITAL	2.3	(5.4)	7.7
DOI	47	47	47
DSO	13	12	11
DPO	44	57	41

2018-2023 ePRICE GUIDELINES: MORE POTENTIAL AHEAD

75 MILLION PRODUCTES REQUIRE INSTALLATION AND MAINTENANCE SMART AND CONNECTED HOME OFFER RISING

MDAs & Home Comfort Devices Installed in Italy by Device (MN units)

Smart Home Market value in Italy (€MN)

37

• Repair & Maintenance services represent a huge potential in a totally fragmented MDA assistance market

• Smart Home Solutions market could be worth between 600 and 800 €MN in 2023