Shareholders’ Meeting YNAP S.p.A.

The Shareholders’ Meeting 

  • APPROVES THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017
  • APPROVES SECTION 1 OF THE REMUNERATION REPORT
  • APPOINTS THE BOARD OF DIRECTORS AND BOARD OF STATUTORY AUDITORS
  • APPOINTS PRICEWATERHOUSECOOPERS S.P.A. AS INDEPENDENT AUDITORS FOR THE YEARS 2018 – 2026

The ordinary Shareholders’ Meeting of YOOX NET-A-PORTER GROUP S.p.A. (MTA: YNAP), the world’s leading online luxury fashion retailer, was held today in single call.

2017 ANNUAL FINANCIAL STATEMENTS

The Company’s shareholders approved the Financial Statements for the year ended 31 December 2017 as proposed by the Board of Directors in the press release published on 6 March 2018, provided as an attachment to this press release. During the meeting, the Group’s consolidated Financial Statements for the year ended 31 December 2017 were also presented, as shown in the tables below.

The shareholders resolved to increase the legal reserve up to Euro 267,952.59, equal to 20% of the issued and subscribed share capital as at 31 December 2017 using the “share premium reserve”, and to cover the loss for the year using the distributable reserve retained earnings for Euro 69,704,582.47 and through partial use of the “share premium reserve”.

REMUNERATION REPORT

The shareholders approved, with a non-binding vote, Section 1 of the Remuneration Report drafted pursuant to Art. 123-ter of Legislative Decree 58/1998, Art. 84-quater and Appendix 3A, Tables 7-bis and 7-ter of Consob Regulation 11971/1999.

APPOINTMENT OF THE BOARD OF DIRECTORS AND BOARD OF STATUTORY AUDITORS

The Shareholders’ Meeting appointed the Board of Directors, composed of 9 members, for a period of three years, running from 2018 to 2020. Drawn from the two lists presented, the following persons were appointed as members of the Board of Directors: Federico Marchetti, Stefano Valerio, Eva Chen (independent), Catherine Gérardin Vautrin (independent), Laura Zoni (independent), Cedric Charles Marcel Bossert, Robert Kunze-Concewitz (independent), e Richard Lepeu, drawn from list no. 1 presented by the Board of Directors, and Alessandro Foti (independent) drawn from list no. 2, presented by a group of institutional investors. Federico Marchetti and the Board of Directors wish to thank Raffaello Napoleone for his work and dedication along with his important contribution to the company throughout the years he has been chairing the Board.

The Shareholders’ Meeting also appointed the Board of Statutory Auditors for a period of three years, running from 2018 to 2020, composed as follows: Giuseppe Cerati (Chairman), drawn from list no. 2 presented by a group of institutional investors, which gained the second-highest numbers of votes; Giovanni Naccarato e Patrizia Arienti, drawn from list no. 1 presented by the shareholders Federico Marchetti and Mavis S.r.l., which gained the majority of votes, appointed as Primary auditors; Salvatore Tarsia, drawn from list no. 1, and Myriam Amato, drawn from list no. 2, appointed as Alternate auditors.

The curriculum vitae of the members of the Board of Directors and Board of Statutory Auditors are available for consultation at the Company’s registered office, in Milan, Via Morimondo n. 17 and on the Company’s website www.ynap.com (Governance / Shareholders’ Meeting).

It is the company’s understanding that Director Federico Marchetti holds 5,164,667 YNAP ordinary shares, Director Stefano Valerio holds 114,200 YNAP ordinary shares and Director Robert Kunze-Concewitz holds 7,000 YNAP ordinary shares.

APPOINTMENT OF THE INDEPENDENT AUDITORS FOR THE YEARS 2018-2026

Furthermore, the Shareholders’ Meeting appointed PricewaterhouseCoopers S.p.A. as Independent Auditors for the nine-year term 2018 – 2026, upon reasoned proposal formulated by the Board of Statutory Auditors, which is available to the public at the Company’s registered office in Milan, Via Morimondo n. 17, and on the Company’s website www.ynap.com (Governance / Shareholders’ Meeting), to which reference is made for further details.

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Pursuant to art. 154-bis, paragraph 2 of Legislative Decree 58/1998, Enrico Cavatorta, the Director responsible for preparing the financial statements, certifies that the accounting information contained in this press release corresponds to documentary records and to accounting books and ledger entries.