Growens — Board/Management Information 2019

Jul 31, 2019

Informazione Regolamentata n. 20054-64-2019		Data/Ora Ricezione 31 Luglio 2019 17:47:38	AIM -Italia/Mercato Alternativo del Capitale
Societa'	:	MailUp S.p.A.
Identificativo Informazione Regolamentata	:	121296
Nome utilizzatore	:	MAILUPN02 - Capelli
Tipologia	:	REGEM
Data/Ora Ricezione	:	31 Luglio 2019 17:47:38
Data/Ora Inizio Diffusione presunta	:	31 Luglio 2019 18:15:19
Oggetto	:	PRESS RELEASE
Testo del comunicato

Milan, 31 July, 2019 – MailUp S.p.A. – MAIL (the "Company" or "MailUp"), a company admitted to

trading on the multilateral trading facility AIM Italia / Alternative Investment Market and operating in the

cloud marketing technology field, hereby notifies that the Board of Directors, convened today,

acknowledged that the wholly owned subsidiary MailUp Inc. started a process to internalise business

development, though the addition to its organisation of a specific professional role as Chief Growth

Officer, also in consideration of (i) potential synergies with other Group's platforms, and (ii) consolidated

business plan targets. The role will be in charge of the strategy and business development of the five

Business Units of MailUp Group. In detail, the Chief Growth Officer will be in charge of the Group

corporate development and will take care of enhancing the synergy among MailUp Group's platforms,

determining development opportunities and growth.

PRESS RELEASE

Milan, 31 July, 2019 – MailUp S.p.A. – MAIL (the "Company" or "MailUp"), a company admitted to trading on the multilateral trading facility AIM Italia / Alternative Investment Market and operating in the cloud marketing technology field, hereby notifies that the Board of Directors, convened today, acknowledged that the wholly owned subsidiary MailUp Inc. started a process to internalise business development, though the addition to its organisation of a specific professional role as Chief Growth Officer, also in consideration of (i) potential synergies with other Group's platforms, and (ii) consolidated business plan targets. The role will be in charge of the strategy and business development of the five Business Units of MailUp Group. In detail, the Chief Growth Officer will be in charge of the Group corporate development and will take care of enhancing the synergy among MailUp Group's platforms, determining development opportunities and growth

Following a scouting process, the candidate has been determined to be Mr. Armando Biondi, previously Independent Director of the Company, who accepted the above-mentioned role of Chief Growth Officer. Mr. Biondi, former co-founder of AdEspresso and Global Head of Growth Operations at Hootsuite, boasts a nearly 20-year experience in new technologies, formed as entrepreneur and business angel and guest contributor at major IT firms.

As a consequence of the above, Mr. Biondi will sign an agreement with MailUp Inc. (the "Employment Agreement"), expiring 30 April, 2020, and will lose the independence requirements as defined under Article 148(3) of Italian Law Decree No. 58/1998 (Consolidated Law on Finance, known as "TUF").

The governing body is thereby composed as follows:

Matteo Monfredini	Chairman of the Board of Directors
Nazzareno Gorni	Chief Executive Officer
Micaela Cristina Capelli	Executive Director
Armando Biondi	Non Executive Director
Ignazio Castiglioni	Independent Director

The Employment Agreement transaction is of "minor importance" pursuant to the "Related Parties Transactions Procedure" ("Procedura per le Operazioni con Parti Correlate", the "OPC Procedure"), approved by MailUp on July 18th 2014, as well as to the other relevant laws and regulations, because of the existing connection between the Company and Mr. Biondi as a Company Director and the applicability of the OPC Procedure to transactions completed by subsidiaries.

In compliance with the OPC Procedure, the transaction has been submitted to the prior examination of the Committee for Related Party Transactions (the "Committee"), exclusively consisting of Independent Director Mr. Ignazio Castiglioni, who investigated the company interest in executing the Employment Agreement, as well as the fairness of the relevant provisions, consequently expressing a favorable motivated opinion on the social interest, the economic convenience and the fairness, also from a substantial point of view, of the above-mentioned transaction.

Matteo Monfredini, Chairman of the Board of Directors, commented: "We are very satisfied that Mr. Biondi accepted the role. We trust that Armando's professional experience will provide a substantial contribution in the pursuit of corporate goals and the growth of MailUp Inc. and the other Group Business Units."

● ● ● ●

MailUp Group (MAIL) is a vertically integrated player in the field of Cloud Marketing Technologies. Its growing suite of datadriven solutions allows SMEs and large corporations globally to master the evolving ways of communicating with customers. Starting from parent company MailUp, the group boasts a steady growth path both organically and through acquisitions: Acumbamail (Spanish and LatAm markets), Agile Telecom (wholesale SMS market) and Datatrics (artificial intelligence). The brand portfolio is completed by BEE, an email editor launched in 2017 as a complementary business line, already covering thousands of customers worldwide. Today, MailUp Group is a leading European player in the field of Cloud Marketing Technologies, serving 22,000+ customers in 100+ countries.

The company is admitted to trading on the AIM Italia market managed by the Italian Stock Exchange, with a free float of ca. 33%.

ISIN IT0005040354 - Reuters: MAIL.MI - Bloomberg: MAIL IM

For further information please contact:

MailUp Investor Relations	Nomad
Micaela Cristina Capelli	Paolo Verna
+39 02 71040485	EnVent Capital Markets Ltd.
investor.relations@mailupgroup.com	42 Berkeley Square - London W1J 5AW
www.mailupgroup.com	+44 755 7879200
	pverna@enventcapitalmarkets.uk