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Growens Share Issue/Capital Change 2020

May 18, 2020

4457_dirs_2020-05-18_f1b80db2-a971-453a-9d43-217aa2ef98b8.pdf

Share Issue/Capital Change

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Informazione
Regolamentata n.
20054-50-2020
Data/Ora Ricezione
18 Maggio 2020
18:50:41
AIM -Italia/Mercato
Alternativo del Capitale
Societa' : MailUp S.p.A.
Identificativo
Informazione
Regolamentata
: 132692
Nome utilizzatore : MAILUPN03 - Capelli
Tipologia : REGEM; 3.1; 2.2
Data/Ora Ricezione : 18 Maggio 2020 18:50:41
Data/Ora Inizio
Diffusione presunta
: 18 Maggio 2020 19:15:21
Oggetto : Attribution of MAIL shares to certain
employees and associates
Testo del comunicato

Milan, 18 May 2020 – 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 and operating in the marketing technology field, hereby notifies that today – following the Board of Directors resolution on 12 May 2020 – n. 31.908 shares were assigned to certain managers and associates following the positive verification of the current MBO plan as resolved on 6 May 2019. The shares will bear a lock up of 30 days.

PRESS RELEASE

Attribution of MAIL shares to certain employees and associates

Milan, 18 May 2020 –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 and operating in the marketing technology field, hereby notifies that today – following the Board of Directors resolution on 12 May 2020 – n. 31.908 shares were assigned to certain managers and associates following the positive verification of the current MBO plan as resolved on 6 May 2019. 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 resolutions of the Company's General Shareholders Meeting on 26 April 2018 and 18 April 2019, and recently brought forward by the Company's General Shareholders Meeting on 23 April 2020. 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-trading-day period ending on 7 th May 2020 (included), hence at a share price equal to Eur 4.2559.

Shareholders No. Shares Percentage
Miscia Alberto 1,626,073 10.86%
Monfredini Matteo 1,605,716 10.73%
Azzali Luca 1,598,621 10.68%
Gorni Nazzareno 1,590,876 10.63%
Bettoni Matteo 1,505,440 10.06%
Pronti Gianluca 912,766 6.10%
BMC Holdings B.V.* 587,859 3.93%
Employees* 52,902 0.35%
Treasury Shares 79,980 0.53%
Market 5,410,813 36.14%
Total 14,971,046 100.00%

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 18 May 2020, MailUp directly owns n. 79,980 treasury shares, representing 0.53% 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), 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 36+%.

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

Media & Guidelines: https://mailupgroup.com/guidelines/

For further information please contact: MailUp Group Investor Relations Micaela Cristina Capelli +39 02 71040485 [email protected]

Nomad BPER Banca +39 051 2756537 [email protected]

MailUp Group Press Office

Maria Giulia Ganassini +39 02 89603080 [email protected] www.mailupgroup.com