Growens — Share Issue/Capital Change 2019

May 10, 2019

Informazione Regolamentata n. 20054-33-2019		Data/Ora Ricezione 10 Maggio 2019 14:06:43	AIM -Italia/Mercato Alternativo del Capitale
Societa'	:	MailUp S.p.A.
Identificativo Informazione Regolamentata	:	118261
Nome utilizzatore	:	MAILUPN02 - Capelli
Tipologia	:	2.4
Data/Ora Ricezione	:	10 Maggio 2019 14:06:43
Data/Ora Inizio Diffusione presunta	:	10 Maggio 2019 16:00:22
Oggetto	:	Attribution of MAIL shares to certain employees and associates
Testo del comunicato

Milan, 10 May 2019 – MailUp S.p.A. (MAIL) (the "Company" or "MailUp Group"), MailUp S.p.A. (the "Company" or "MailUp"), a company admitted to trading on the multilateral trading facility AIM Italia / Alternative Investment Market and operating in the marketing technology field, hereby notifies that today – following the Board of Directors resolution on 6 May 2019 – n. 89.839 shares were assigned to certain managers and associates following the positive verification of the current MBO plan. The shares will bear a lock up of 30 days.

PRESS RELEASE

Attribution of MAIL shares to certain employees and associates

Milan, 10 May 2019 –MailUp S.p.A. (MAIL) (the "Company" or "MailUp Group"), MailUp S.p.A. (the "Company" or "MailUp"), a company admitted to trading on the multilateral trading facility AIM Italia / Alternative Investment Market and operating in the marketing technology field, hereby notifies that today – following the Board of Directors resolution on 6 May 2019 – n. 89.839 shares were assigned to certain managers and associates following the positive verification of the current MBO plan. The shares will bear a lock up of 30 days.

The above-mentioned shares come from the stock of treasury shares owned by the Company, acquired as per the resolution of the Company's General Shareholders Meeting on 26 April 2018 and recently brought forward by the Company's General Shareholders Meeting on 18 April 2019. Such resolutions – which granted the Board of Directors powers to purchase and dispose, for an 18-month term beginning from the date of the resolution, up to a maximum number of treasury shares which may not exceed 10% of the share capital – allow the use of treasury shares towards beneficiaries of stock option plans or implementing new plans or free-of-charge allocation to shareholders, in compliance with the rules and regulations in force, including through intermediaries.

Therefore, today each applicable beneficiary of the MBO incentive plan, who explicitly requested it, received a corresponding number of shares calculated on the basis of the weighted average share price of the 30 (thirty) – days period ending on 2nd May 2019, hence at a share price equal to Eur 3.17.

Shareholders	No. Shares	Percentage
Gorni Nazzareno	1,676,926	11.23%
Azzali Luca	1,669,004	11.18%
Miscia Alberto	1,658,157	11.11%
Monfredini Matteo	1,656,398	11.09%
Bettoni Matteo	1,532,440	10.26%
Gianluca Pronti (also through Zoidberg S.r.l.)	1,234,243	8.27%
BMC Holding B.V.*	657,859	4.41%
Employees	220,494	1.48%
Treasury Shares	19,981	0.13%
Market	4,846,139	30.85%
Total	14,931,166	100.00%

Following the MBO shares attribution, MailUp's capital structure is as per the below:

*subject to lock-up

As a result of the above, the subscribed and paid-up Company share capital will not change, whereas as of 10 May 2019, MailUp directly owns n. 19,981 treasury shares, representing 0.13% of its own share capital.

● ● ● ●

MailUp Group (MAIL) is a vertically integrated player in the field of Cloud Marketing Technologies. Its growing suite of data-driven 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), Globase (Nordics market), 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 21,700+ 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. 32%.

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

For further information please contact:	Nomad
Micaela Cristina Capelli – Investor Relator MailUp Group	Paolo Verna - EnVent Capital Markets Ltd.
+39 02 71040485	42 Berkeley Square - London W1J 5AW
investor.relations@mailupgroup.com	+44 755 7879200
www.mailupgroup.com	pverna@enventcapitalmarkets.uk