The ordinary shareholders’ meeting of MailUp S.p.A. (MAIL) approved the individual financial statement as of 31 December 2018 • New authorization for purchase and disposal of treasury shares

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, has announced today that the ordinary shareholders’ meeting, convened in a single call, was held today at the Company’s operational headquarters at n. 3, Via Dell’Innovazione Digitale, Cremona.

The Shareholders’ Meeting approved the individual financial statement as of 31 December 2018, as proposed by the Board of Directors on 19 March 2019, posting total sales of Euro 14,508,630 and a net profit of Euro 775,783.

Further, the Shareholders’ Meeting reviewed the consolidated financial statements as of 31 December 2018, approved by the Board of Directors on 19 March 2019, posting total revenues of Euro 40,203;483, EBITDA of Euro 3,769,109 and a net profit of Euro 1,255;267, vis à vis a net cash position of Euro 6,365,523.

Allocation of Profits

The Shareholders’ Meeting resolved to allocate the net profit of Euro 775,783 to the extraordinary reserve.

The Shareholders’ Meeting further resolved to allocate a portion of the foreign exchange reserve accrued as of 31 December 2018, amounting to Euro 17,344.06, to the extraordinary reserve.

Approval of Authorization to Purchase and Dispose of Treasury Shares

In addition to the above, the Shareholders’ Meeting resolved:

• to revoke the previous resolution dated 26 April 2018 to authorize the purchase and disposal of treasury shares, effective immediately;

• to authorize the Board of Directors to put in place transactions of purchase and disposal of treasury shares aimed at:

  1. investing in treasury shares for an efficient use of liquidity;

  2. purchasing shares from beneficiaries of stock option plans or implementing new plans or free-of-charge allocation to shareholders or meeting obligations arising from warrants, convertible financial instruments, mandatory convertible or exchangeable into shares (based on existing transactions or transactions subject to approval/implementation);

  3. allowing the use of treasury shares in ordinary business transactions or projects consistent with the Company’s strategy, including by way of share exchange, with the main objective of performing M&A transactions with potential strategic partners; and

  4. taking action, in compliance with the rules and regulations in force, including through intermediaries, to limit any irregular movement in the share prices and regulate the trend of trading and stock pricing.

The current authorization is not aimed at the reduction of share capital by way of cancellation of the purchased treasury shares.

The Board of Directors is hence granted the 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, taking into account the shares held from time to time by the Company and its controlled companies, may not exceed 10% of the share capital.

Purchases will be allowed within the amount of distributable earnings and available reserves as per the latest approved financial statements, according to art. 2357, paragraph 1 of the Italian Codice Civile.

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