YOOX IQ 2010 ENG 02cdn3.yoox.biz/cloud/yooxgroup/uploads/doc/2014/YOOX_Group_IQ_2… · - moschino.com, the Online Store of the Moschino brand, operational since February 2009, mainly

YOOXÊ GROUP

CONSOLIDATED INTERIM FINANCIAL STATEMENTS | 1

CONSOLIDATED INTERIM FINANCIAL STATEMENTS AT MARCH 31, 2010

YOOX GROUP

YOOX GROUP


Management and control bodies ............................................................................................................................5 Directors’ Interim Report ........................................................................................................................................7 YOOX Group consolidated financial statements and notes at March 31, 2010....................................................33 Certification pursuant to Article 154-bis, C.2 of Legislative Decree 58/1998........................................................65

CONTENTS

YOOX GROUP

YOOX GROUP


Chairman and Chief Executive Officer Standing Auditors Federico Marchetti Filippo Tonolo – Chairman David Reali Luca Sifo Directors Alternate Auditors Fausto Boni1 Nicola Bottecchia Mark Evans Edmondo Maria Granata Catherine Gérardin1 2 3 Massimo Giaconia1 2 3 Elserino Piol2 Stefano Valerio3

KPMG S.p.A. Rossella Sciolti – Chairwoman Francesco Guidotti Pietro Tagliati

Paolo Fietta Pietro Tagliati

1 Member of the Internal Control Committee. 2 Member of the Remuneration Committee. 3 Member of the Directors’ Appointments Committee.

BOARD OF DIRECTORS

INTERNAL CONTROL MANAGER

DIRECTOR IN CHARGE OF PREPARING ACCOUNTS

SUPERVISORY BODY LEG. DEC. 231/01

INDEPENDENT AUDITORS

BOARD OF STATUTORY AUDITORS

MANAGEMENT AND CONTROL BODIES

YOOX GROUP

YOOX GROUP


DIRECTORS’ INTERIM REPORT

YOOX GROUP

YOOX GROUP


REFERENCE MARKET .......................................................................................................................................11 INTRODUCTION..................................................................................................................................................11

Multi-brand business line ...............................................................................................................................12 Mono-brand business line ...............................................................................................................................12

REVENUES AND PROFITABILITY......................................................................................................................14 Methodology note............................................................................................................................................14 Accounting policies .........................................................................................................................................14 Reclassified consolidated income statement ..................................................................................................15 Analysis of net revenue and operating profit by business line ........................................................................16 Consolidated net revenue by geographical area.............................................................................................17

BUSINESS MODEL .............................................................................................................................................18 Commercial planning and procurement ..........................................................................................................18 Marketing ........................................................................................................................................................18 Interface and user experience.........................................................................................................................19 Digital production ............................................................................................................................................19 Retail management .........................................................................................................................................20 Order processing and customer care..............................................................................................................20 Technology ......................................................................................................................................................20

INVESTMENTS....................................................................................................................................................21 FINANCIAL MANAGEMENT................................................................................................................................21

Summary consolidated statement of financial position ...................................................................................21 Debt/consolidated net financial position ..........................................................................................................22

INFORMATION FOR INVESTORS ......................................................................................................................23 YOOX stock performance in the first quarter 2010 .........................................................................................23 Performance of YOOX stock and FTSE Italy STAR index in the first quarter 2010.........................................24 Stock analyst coverage ...................................................................................................................................25 Shareholder structure......................................................................................................................................25 Investor Relations ...........................................................................................................................................25

INFORMATION CONCERNING MEASURES TO PROTECT PRIVACY .............................................................25 PERSONAL DATA PROTECTION CODE ............................................................................................................25 TAX MATTERS.....................................................................................................................................................26 LEGAL MATTERS................................................................................................................................................26 HUMAN RESOURCES ........................................................................................................................................26 THE ENVIRONMENT...........................................................................................................................................27 CORPORATE GOVERNANCE ............................................................................................................................28

Shareholders’ Meeting ....................................................................................................................................28 Share capital and share ownership at March 31, 2010 ...................................................................................28 Board of Directors ...........................................................................................................................................28 Committees .....................................................................................................................................................29 Chairman and Chief Executive Officer ............................................................................................................29 Board of Statutory Auditors .............................................................................................................................30 Director in charge of preparing corporate accounting documents...................................................................30 Independent Auditors ......................................................................................................................................30 Internal Audit ...................................................................................................................................................30 Internal Control Manager ................................................................................................................................30 Supervisory Body pursuant to Legislative Decree 231/01...............................................................................31

SUBSEQUENT EVENTS .....................................................................................................................................31 OUTLOOK............................................................................................................................................................31

CONTENTS

YOOX GROUP

YOOX GROUP


According to data provided by Forrester Research, it is estimated that in 2009 the online retail market registered sales figures of approximately Euro 684 billion in Western Europe and around USD 1555 billion in the United States. Growth in these markets for 2010 is forecast at 13% and 11% respectively, broadly in line with that registered in 2009 versus 2008. According to the Forrester Research data, the apparel sector (defined as the markets for clothing, shoes, jewellery and watches) accounted for around 18% of the total online retail market in Western Europe in 2009, excluding the travel sector. As regards the US, and again excluding the travel sector, in the same year apparel contributed about 20% of total retail online sales. Moreover, in 2009 a growing number of fashion, design and luxury companies have further explored the internet, recognising that this channel is a new way of distributing their products and expanding their global visibility and coverage.

The Group closed the first quarter of 2010 with a positive performance in net revenue and profitability, and a balanced financial structure that generates significant cash flow from operations, excluding the financial impact in the first few months of the year relating to the listing and the exercise of stock options. The Group continued with its strategy of strengthening its competitive position in order to ensure steady growth in its results over the long term, and the effectiveness of its business model was confirmed by sustained growth and a positive market response to the initiatives launched. Four Online Stores were opened in the Mono-brand business (coccinelle.com, giuseppezanottidesign.com, napapijri.com and albertaferretti.com), taking the number of active Online Stores to 20. Furthermore, YOOX S.p.A. signed a new agreement with Giorgio Armani S.p.A., extending the collaboration in Europe, the US and Japan until January 31, 2015. Under the new agreement, the Armani Jeans brand will be included on emporioarmani.com, and YOOX will become responsible for web marketing activities for and on behalf of Giorgio Armani S.p.A. in all the countries in which the Online Store is active. The new agreement also led to the centralisation of the warehouse in Italy for all markets: previously, supply and deliveries for the North American market were managed by the US warehouse. The Group continued to pursue international expansion, by strengthening its position on the markets in which it also operates through local structures; in the US, in the first few months of the year, partly with a view to supporting growth, the headquarters of YOOX Corporation was transferred from Hoboken to New York, and a new Country Manager was appointed. In the first quarter of 2010, as well as constantly strengthening existing markets, the Group carried out the first strategic analyses to redefine future scenarios. Specifically, it analysed restrictions and timescales relating to the future local opening on the Chinese market. In the first quarter of 2010, the Group focused, among other things, on the development of new technological solutions in order to define a strategic roadmap to support growth. To this end, it defined new guidelines for technological solutions and an outsourcing strategy. Finally, the financial markets responded positively to the first few months of trading in the shares of parent company YOOX S.p.A. (hereinafter the Company or Parent), which began in December 2009 on the Star segment of the Mercato Telematico Azionario (screen-based equity market) organised by Borsa Italiana S.p.A.. Between the time of listing and March 31, 2010, the YOOX stock gained 43.6% on the flotation price. 4 Calculations based on Forrester Research data – “Forrester Research Online Retail Forecast, 1/10 (Western Europe)“ – Vikram Sehgal, February 10, 2010.

Western Europe includes Austria, Belgium, Denmark, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, Norway, the Netherlands, Portugal, the United Kingdom, Spain, Sweden and Switzerland.

5 Calculations based on Forrester Research data – “Forrester Research Online Retail Forecast, 12/09 (US)” – Vikram Sehgal, February 4, 2010.

INTRODUCTION

REFERENCE MARKET

DIRECTORS’ REPORT

YOOX GROUP


Multi-brand business line The Group’s Multi-brand operations break down into two Online Stores owned by the Company: (i) yoox.com, which to date generates the majority of the revenues of the Multi-brand business line; (ii) thecorner.com, which was opened in the first half of 2008. The Group has based growth on yoox.com, and on the basis of the technological, operational and commercial expertise it has acquired over the years, it has subsequently developed the Mono-brand business line and thecorner.com. As an Online Store, yoox.com has been operational since June 2000, and as of March 31, 2010 sells and distributes a vast array of fashion and design products in 67 countries. The majority of products offered on yoox.com are clothing, footwear and fashion accessories from collections of well-known fashion brands related to the corresponding season of the previous year at reduced prices. To complete its select offerings, yoox.com offers collections made exclusively for sale through yoox.com from major designers, as well as vintage garments, special editions from fashionable designers and an original selection of design objects. thecorner.com is an Online Store launched in February 2008 to market the current season’s collections of established brands and exclusive and/or handcrafted brands, characterised by relatively limited distribution, and most of which are being made available online for the first time. The products sold on thecorner.com carry prices in line with those found in the traditional channel for the same clothing and accessories. Initially, thecorner.com only offered men’s collections, but in September 2009 it also launched the women’s collection. thecorner.com is a virtual space containing mini-shops dedicated to each brand (“shops-in-shop”), designed to recreate the style, the atmosphere and the world of ideas evoked by the brand. Customers can browse for clothes, shoes and accessories while immersed in exclusive multimedia content and images from advertising campaigns and fashion shows. In the first quarter of 2010, the Multi-brand business line generated a monthly average of about 5.5 million unique visitors6. Mono-brand business line Since 2006 the Group has operated in the Mono-brand business line, which involves the design, setting up and exclusive management of mono-brand Online Stores for some of the world’s leading fashion brands with which it works together closely. Products available in the Online Stores are sold and invoiced directly to end customers by YOOX. The Group offers its services as a key Strategic Partner for major fashion companies boasting internationally-renowned brands. Thanks to its years of experience of managing yoox.com, YOOX Group is able to manage the entire online shopping process for these companies. All Online Stores display the wording “Powered by YOOX Group”, which is considered recognition of the guarantee of service quality offered by YOOX. In the first quarter of 2010, the Mono-brand business line generated a monthly average of about 3.3 million unique visitors. As of March 31, 2010, there were 20 Online Stores including three set up in 2006-2007, seven in 2008, six in 2009 and four in the first quarter of 2010. Specifically:

- marni.com, the Online Store of the Marni brand, operational since September 2006 and currently mostly active in Europe, the US and Japan;

- emporioarmani.com, the Online Store of the Emporio Armani brand and, in the next few months, the Armani Jeans brand following the revision of the agreement, operational in the US since August 2007; its operations were expanded mainly to major markets in Europe in June 2008, and to Japan in July 2009;

6 Monthly unique visitor is defined as a visitor who opened at least one browser session to visit the online store over the month. The figure reported is

calculated as the average of monthly unique visitors for the period concerned.

YOOX GROUP


- diesel.com, the Online Store of the Diesel brand, operational mainly in Europe and the US since November 2007;

- cpcompany.com, the Online Store of the CP Company brand, operational since February 2008 mostly in the main European markets, the US and Japan;

- stoneisland.com, the Online Store of the Stone Island brand, operational since March 2008 mostly in the main European markets, the US and Japan;

- valentino.com, the Online Store of the Valentino brand, operational since April 2008 in the US, and since March 2009 in the main European markets and Japan;

- misssixty.com, the Online Store of the Miss Sixty brand, operational since September 2008, mainly in Europe and the US;

- costumenational.com, the Online Store of the Costume National brand, operational since September 2008, mainly in Europe, the US and Japan;

- energie.it, the Online Store of the Energie brand, operational since October 2008, mainly in Europe and the US;

- emiliopucci.com, the Online Store of the Emilio Pucci brand, operational since November 2008, mostly in the main European markets, the US and Japan;

- moschino.com, the Online Store of the Moschino brand, operational since February 2009, mainly in Europe and the US;

- bally.com, the Online Store of the Bally brand, operational since February 2009, mainly in Europe and the US;

- dolcegabanna.com, the Online Store of the D&G brand, operational since June 2009, mainly in Europe, the US and Japan;

- dsquared2.com, the Online Store of the Dsquared2 brand, operational since September 2009, mainly in Europe, the US and Japan;

- jilsander.com, the Online Store of the Jil Sander brand, operational since September 2009, mainly in Europe, the US and Japan;

- robertocavalli.com, the Online Store of the Roberto Cavalli brand, operational since November 2009, mainly in Europe, the US and Japan;

- coccinelle.com, the Online Store of the Coccinelle brand, operational since February 2010, mainly in Europe, the US and Japan;

- giuseppezanottidesign.com, the Online Store of the Giuseppe Zanotti brand, operational since February 2010, mainly in Europe, the US and Japan;

- napapijri.com, the Online Store of the Napapijri brand, operational since March 2010, mainly in Europe and the US;

- albertaferretti.com, the Online Store of the Alberta Ferretti brand, operational since March 2010, mainly in Europe, the US and Japan.

Negotiations are in progress with several other renowned fashion brands that plan to offer their collections on the internet. Furthermore, the Group offers its partners consulting and web marketing investment management services, both when new Online Stores are launched and when they are operational.

YOOX GROUP


Methodology note Information on the consolidated revenue and profitability of the YOOX Group as of March 31, 2010 is provided below. Unless otherwise indicated, all amounts are expressed in thousands of Euro. Comparisons in this report and the consolidated financial statements and notes thereto are made in relation to the corresponding period of the previous year and/or figures at December 31, 2009. YOOX S.p.A. is indicated using its full name or simply as the Company; the Group heading it is indicated below as the YOOX Group or simply as the Group. When notes refer to subsidiaries, full company names are used. All subsidiaries of YOOX S.p.A. operate in the Group’s business sector, or in any event, perform activities that are consistent with those of the Group. YOOX S.p.A. manages its subsidiaries (which are indicated in the consolidated financial statements and notes at March 31, 2009) based on the location of their operations. Thus, for more precise information on geographical areas, please refer to the information by business sector, and in general, to information provided in the consolidated financial statements and notes in terms of comments on the main events that occurred in relation to subsidiaries. Accounting policies The accounting policies used to prepare the consolidated financial statements and notes of the YOOX Group at March 31, 2009 are consistent with those used to prepare the consolidated financial statements at December 31, 2009, available in the Investor Relations section of the website www.yooxgroup.com. In addition, the income statements of the Group have been reclassified in a way deemed by management to be useful for reporting interim indicators of profitability such as gross profit, EBITDA before corporate costs, EBITDA and operating profit. Some of the above interim profitability indicators are not recognised as accounting measures under the IFRS endorsed by the European Union, and their calculation may not be standard. Group management uses these indicators to monitor and measure the Group’s performance. Management believes that these indicators are an important measure of operating performance in that they are not affected by the various criteria used to calculate taxes, the amount and characteristics of invested capital and the related amortisation and depreciation methods. The criterion used by the Group to calculate these indicators might not be consistent with that adopted by other groups or companies, and accordingly, the resulting figures may not be comparable.

REVENUE AND PROFITABILITY

YOOX GROUP


Reclassified consolidated income statement Reclassified consolidated income statement for the first quarter of 2010:

Thousand Euro March 31, 2010 March 31, 2009 Change Consolidated net revenue 50,285 35,068 15,217 43.4%Cost of goods sold (31,593) (22,378) (9,215) 41.2%Gross profit7 18,693 12,690 6,002 47.3%

% of consolidated net revenue 37.2% 36.2% Fulfilment costs (4,957) (3,683) (1,275) 34.6%Sales and marketing costs (5,564) (3,898) (1,666) 42.7%EBITDA Pre Corporate Costs8 8,171 5,109 3,061 59.9%

% of consolidated net revenue 16.2% 14.6% General expenses (3,975) (2,795) (1,180) 42.2%Other income/(expenses) (290) (247) (43) 17.3%EBITDA9 3,906 2,067 1,839 89.0%

% of consolidated net revenue 7.8% 5.9% Depreciation and amortisation (692) (433) (259) 59.9%Non-recurring expenses - - - -Operating profit 3,215 1,635 1,580 96.7%

% of consolidated net revenue 6.4% 4.7% Financial income 415 143 272 >100%Financial expenses (218) (525) 307 -58.5%Profit before tax 3,412 1,253 2,159 >100%

% of consolidated net revenue 6.8% 3.6% Tax (1,434) (826) (609) 73.7%Consolidated profit for the period 1,978 427 1,550 >100%

% of consolidated net revenue 3.9% 1.2% Consolidated net revenue, net of returns and customer discounts, increased by 43.4% in the first quarter of 2010 versus the same period of the previous year. Consolidated revenue was affected by the impact of foreign exchange fluctuations with respect to sales in US dollars, Japanese yen and English pounds. If average exchange rates for the first quarter of 2009 were applied to consolidated net revenue for the same period in 2010, the Group’s revenue growth would be 45.1%. EBITDA came in at Euro 3,906 thousand, or 7.8% of consolidated revenue, compared with 5.9% in the first quarter of 2009. The increase in profitability was mainly due to the rises in volumes, and a slightly higher AOV (which also made it possible to better absorb fixed costs), efficiency policies aimed at optimising existing processes and the renegotiation of several supplier contracts that led to a reduction in unit costs, despite increased expenses resulting from the listed company status. Consolidated profit was Euro 1,978 thousand, or 3.9% of consolidated net revenue, versus 1.2% in the first quarter of 2009. The result benefited from financial management positively influenced by the effects of exchange rate hedges and the reduction of interest payable as a result of less recourse being made to external sources of financing on the back of cash generated by the IPO and the financial income resulting from its use.

7 Gross profit is profit before fulfilment costs, commercial expenses, general expenses, other operating income and expenses, depreciation and amortisation,

non-recurring expenses, financial income and expenses and income taxes. Since gross profit is not recognised as an accounting measure under Italian GAAP or the IFRS endorsed by the European Union, its calculation might not be standard, and the measurement criterion adopted by the Group might not be consistent with that adopted by other groups. Accordingly, the resulting figures may not be comparable.

8 EBITDA Pre Corporate Costs is defined as profit before general expenses, other operating income and expenses, depreciation and amortisation, non-recurring expenses, financial income and expenses and income taxes. Since EBITDA Pre Corporate Costs is not recognised as an accounting measure under Italian GAAP or the IFRS endorsed by the European Union, its calculation might not be standard, and the measurement criterion adopted by the Group might not be consistent with that used by other groups. Accordingly, the resulting figures may not be comparable. EBITDA Pre corporate costs corresponds to the sector operating result shown in the consolidated financial statements and notes thereto.

9 EBITDA is profit before depreciation and amortisation, non-recurring expenses, financial income and expenses and income taxes. Since EBITDA is not recognised as an accounting measure under Italian GAAP or the IFRS endorsed by the European Union, its calculation might not be standard. Group management uses EBITDA to monitor and measure the Group’s performance. Management believes that EBITDA is an important measure of operating performance in that it is not affected by the various criteria used to calculate taxes, the amount and characteristics of invested capital and the related amortisation and depreciation methods. The criterion used by the Group to calculate EBITDA might not be consistent with that adopted by other groups. Accordingly, the resulting figures may not be comparable.

YOOX GROUP

YOOX GROUP


The table below provides several key indicators on the Group’s operations for the first quarter of 2009 and 2010. March 31, 2010 March 31, 2009Number of monthly unique visitors10 (millions) 8.8 6.6Number of orders (thousands) 381 269AOV (Euro) 169 167Number of active customers12 (thousands) 514 357 In the first quarter of 2010, the Group recorded a monthly average of 8.8 million unique visitors, up 34.7% from 6.6 million in the first quarter of 2009. In March 2009, initiatives in web marketing affiliation campaigns were launched in the Multi-brand business, and generated a significant, temporary surge in traffic; these campaigns were not repeated in the first quarter of 2010. The 41.7% increase in the number of orders, from 269 thousand in the first quarter of 2009 to 381 thousand in the first quarter of 2010, is more representative of growth. The average order value (AOV) also rose, to Euro 169 (excluding VAT) compared with Euro 167 in the first quarter of 2009. The number of active customers also increased markedly, rising by 44.0% to 514 thousand, from 357 thousand in the same quarter last year. Analysis of net revenue and operating profit by business line Key operating information by business line with a breakdown of the Group’s net revenue and operating profit by business line for the first quarters of 2009 and 2010, is provided below. Since the management reporting system used by management to assess corporate performance does not allocate certain accounting aggregates to business lines (depreciation and amortisation, non-monetary revenue and expenses, general expenses, other non-recurring income and expenses, financial income and expenses and taxes), these items remain the purview of the Corporate area since they are not related to the specific operating activities of the business lines. Thus, the business line’s operating profit coincides with EBITDA Pre Corporate Costs in terms of the entries included and previously reported in this total. For additional details on operating information by business line at March 31, 2009 with a reconciliation of entries with the Group’s income statement, see the consolidated financial statements and notes at March 31, 2010. Operating information by business line at March 31, 2010 is as follows: Multi-brand Mono-brand Group total Thousand Euro March 31, 2010 March 31, 2009 March 31, 2010 March 31, 2009 March 31, 2010 March 31, 2009

Consolidated net segment revenue 38,283 29,326 12,002 5,743 50,285 35,068 % of consolidated net Group revenue 76.1% 83.6% 23.9% 16.4% 100.0% 100.0%

% change 30.5% 109.0% 43.4% Segment operating profit 6,066 4,557 2,105 553 8,171 5,109 % of consolidated net segment revenue 15.8% 15.5% 17.5% 9.6% 16.2% 14.6%

% change 33.1% 281.0% 59.9% Multi-brand business line The Group’s multi-brand activities, which comprise the two Online Stores owned by the Company, yoox.com and thecorner.com, registered revenue growth of 30.5% in the first quarter of 2010 versus the same period last year. Multi-brand revenues are still mainly generated by yoox.com, but the contribution of thecorner.com has registered sharp growth, particularly in this quarter. In both Online Stores, a significant share of revenue is still linked to the Autumn/Winter 2009/2010 season, which was marked by promotions, while in the latter part of the quarter, the new Spring/Summer 2010 season’s contribution became more evident. Multi-brand business line revenue growth is reflected in operating profit growth for this segment (+33.1%), with an improvement in profit margin from 15.5% in 2009 to 15.8% in 2010. 10 Source: HBX 01/01/09-19/03/09; SiteCatalyst from 19/03/09 for yoox.com and Google Analytics for thecorner.com and the Online Stores. 11 Average Order Value or AOV indicates the average value of each purchase order. 12 Active Customer is defined as a customer who placed at least one order during the 12 preceding months.

YOOX GROUP


Mono-brand business line At March 31, 2010, 20 Online Stores were active in the Mono-brand business line, compared with 12 at the end of the first quarter of 2009. The growing contribution of already active stores and the increasing weight of newly-opened Online Stores led to growth in the Mono-brand business line of 109.0%. The performance of this business line was particularly positive as a result of both promotional activities relating to the Autumn/Winter 2009/2010 season (end-of-season sales) and a good start to the Spring/Summer 2010 season sales, thanks partly to rapidly increasing volumes of traffic. Mono-brand operating profit also rose more than proportionally to sales, with the profit margin rising from 9.6% in the first quarter of 2009 to 17.5% in the first quarter of 2010, thanks to higher volumes, which make it possible to better absorb the costs of the structure created to support the business line’s development, the different mix of Online Stores, and web marketing and web design services. Consolidated net revenue by geographical area The table below shows a breakdown of the Group’s consolidated net revenue by geographical area for the first quarter of 2010. Thousand Euro March 31, 2010 March 31, 2009 Change Italy 11,843 23.6% 9,776 27.9% 2,067 21.1%

Europe (excluding Italy) 24,735 49.2% 17,837 50.9% 6,898 38.7%North America 9,480 18.9% 4,481 12.8% 4,999 >100%Japan 3,140 6.2% 2,151 6.1% 989 46.0%Other countries 334 0.7% 205 0.6% 129 62.8%Not country related 753 1.5% 618 1.8% 135 21.8%

Total YOOX Group 50,285 100.0% 35,068 100.0% 15,217 43.4%

All the key markets in which the Group operates posted a positive performance compared to the first quarter of 2009, especially North America. The European market, which accounted for 72.7% of Group revenue in the first quarter of 2010, registered growth of 32.5% to Euro 36,578 thousand. Italy, the largest country in terms of revenue, posted a smaller growth rate than the other countries versus the previous year, of 21.1%; the Rest of Europe saw growth of 38.7%. Apart from Italy, with revenue of Euro 11,843 thousand, the main countries that contributed to Group revenue in Europe in the first quarter of 2010 were France, Germany and the UK, all of which posted increases versus the same period of 2009. The Group also continued to advance in Spain and other countries, which registered excellent growth performances compared to the first quarter of 2009. The performance in North America was extremely positive compared with the same period last year, with growth of 111.6%, despite an unfavourable exchange rate effect (applying the average exchange rates of the first quarter of 2009, growth would have been 124.6%). The significant upturn versus 2009 is partly linked to the crisis of early 2009, which affected the global market, especially North America. As already seen at the end of 2009, this market today is undergoing a strong recovery both in the Multi-brand business and the Mono-brand business. Furthermore, the North American market is benefitting from the strengthening of the local structure and the appointment of the new Country Manager. The Japanese market also put in a good performance, with growth of 46.0% versus the first quarter of 2009 despite the negative exchange rate effect (applying the average exchange rate for the previous year, growth would have been 50.3%). Growth in Other Countries continues, despite the fact that they have not yet been targeted by any specific marketing or commercial initiatives, but are currently being evaluated by the Group. The item “Not country related” includes payments for setting up and maintaining the Online Stores, revenue generated from the sale of advertising projects for the Multi-brand business line, and revenue from web marketing and web design services in the Mono-brand business line.


Below is a brief description of the main operations in the first quarter of 2010 broken down by phases of the business model (value chain).

Commercial planning and procurement In the first quarter of 2010, procurement was focused on items for the Autumn/Winter 2010/2011 campaign, which will be on sale on yoox.com from June 2010; this procurement campaign provides confirmation of geographical development, partly through procurement from the retail channel of the European markets and the growing procurement autonomy of the US subsidiary. As in 2009, the range in the design area continues to grow, with the number of products on offer more than double that of the previous year. Due in part to the introduction of the womenswear collection in September 2009, the Autumn/Winter 2010/2011 procurement campaign for thecorner.com, mainly implemented in the first quarter of the year, enabled the Group to enter into additional new agreements with prestigious brands, enriching the range of products on offer. This further diversified procurement and reduced inventory risk through several supply arrangements that involved no risk for the Company (consignment agreements). In the Mono-brand business line, the Company continued to support individual Strategic Partners with the aim of determining the optimal range by product and price categories for the Autumn/Winter 2010/2011 season. Further growth in the business line, through the performance of existing Online Stores and new ones launched in the first quarter of 2010, characterised by consignment agreements, had positive repercussions on the management of net working capital, in the absence of inventory risk, and for yoox.com represents a further preferential procurement channel for unsold products at the end of the season, since individual Strategic Partners have the option to offer their unsold products to YOOX for sale on yoox.com. Marketing In the first quarter of 2010 the marketing area was involved in Search Engine Marketing (SEM) activities (acquisition of sponsored links on the main search engines), the purchase of online advertising space, the negotiation and implementation of new marketing agreements (especially in online newspapers and on general portals) and developing new partnerships in general. These activities were carried out primarily for the Group’s Multi-brand stores (yoox.com and thecorner.com), but with an increasing commitment to the agency activities carried out by the Group for Mono-brand stores. In the management of web marketing investment on behalf of Strategic Partners of the Mono-brand business line, the Group is offering support and consulting services to Online Stores, especially in the management of search engine marketing (SEM), by leveraging skills developed for the Multi-brand business line and existing structures. In the first quarter of 2010, the Group designed and promoted web campaigns that allowed the Multi-brand business line to reach about 40 thousand sites. The higher volumes processed, focus on selection of marketing tools used and the specific market situation made it possible to limit new customer acquisition costs.

Human Resources Press Office Administration, Finance and Control Law Department Internal Audit General Services Investor Relations

BUSINESS MODEL

Interface and user

experience

Digital

production

Retail

management

Order

processing & customer

care

Commercial planning and procurement

Marketing

Tecnology

YOOX GROUP


The marketing team based at headquarters took on an operational and coordinating role for outside offices in Hoboken, transferred in March 2010 to New York (for the US and Canadian markets), Tokyo (for Japan) and the local offices in Paris and Madrid, within which employees are assigned to marketing activities. At the same time, the Company launched advertising projects for yoox.com and, through the Group’s Press Office, the promotion of special projects on yoox.com and thecorner.com. The Press Office also participated in promoting the Online Stores launched in 2010 in close partnership with the Press Offices of the respective brands. With regard to yoox.com, the initiatives that got the most attention in the press in the first quarter of 2010 were the following:

- “Ten years ten looks for yoox.com 2000 ten”, the limited edition collection designed exclusively for yoox.com by Spanish designer David Delfin: an initiative intended in particular to create visibility in the Spanish market, launched in February;

- in partnership with Rolling Stone Italia, the vintage CLUBLAND project, online since the end of March, a selection of unique vintage garments inspired by the club scene in the coolest venues of the 70s, 80s and 90s, and exclusive content;

- exclusively for the environmental initiative YOOXYGEN, a new collection for the ever.green series: limited edition t-shirts for him and her designed by American model Summer Rayne Oakes and produced by EDUN LIVE.

The Press Office continued its promotional activities for thecorner.com, with the launch of new collaborative efforts and special projects including:

- in January 2010, thecorner.com worked with PITTI IMMAGINE as a media partner, presenting exclusive online content related to the main events of the show and video interviews;

- from February to March 2010, communication activity was focused on the opening of new corners: Antonio Marras, Giuliano Fujiwara, Kitsunè, Ohne Titel;

- March 10, 2010, saw the launch of the t-shirt created by Neil Barrett for thecorner.com as a free gift for customers.

Up to March 2010, press coverage of the YOOX Group included key magazines such as International Herald Tribune (international), ELLE (Italy), Vogue (Spain) and La Repubblica (Italy). Interface and user experience The phase related to the interface and user experience, which is managed by Interactive Services, is responsible for developing and managing, for all the Group’s Online Stores, the elements that have an impact on customers’ digital experience, meaning the design and optimisation of interfaces and the logical structure of Online Stores, their development and layout. In the first quarter of 2010, the main activities on which the area focused were the launch of four new Mono-brand Online Stores, and for one of these, the launch of a new institutional website. In the first quarter, the process of internalising creative activities was accelerated with the establishment of a dedicated team, Interactive Design, which oversees the design and development of the Group’s graphic and video material. Digital production In the first quarter 2010, cataloguing of items for the Spring/Summer 2010 season was completed and processing of the Autumn/Winter 2010/2011 season began. Under the business model, procurement for this season is concentrated in the first half of the year, particularly for the Multi-brand business line. Four more photographic studios were set up at Interporto, boosting production capacity, and technical specifications were established to upgrade equipment for 360° photography.

YOOX GROUP


Retail management Information on the user base was gathered and processed (by business line, type of Online Store, geographic market, etc.) in order to extract key information on customer preferences to determine what measures would improve the propensity to purchase. Retail management of the Multi-brand business line provided for the definition and management of the business plan, sales prices, visual merchandising and customer relationship management (CRM), by mailing approximately 26 million newsletters translated into the seven different languages to subscribed users. In the first quarter, the sale campaign for the Autumn/Winter 2009/10 collection took place, while the Spring/Summer 2010 campaign was also stepped up. The collection was presented and communicated to end-customers on the basis of seasonal trends and the new items regularly introduced to the respective ranges of yoox.com and thecorner.com. In close collaboration with Strategic Partners, Mono-brand retail management established the business plan at the beginning of the season for individual Online Stores by scheduling product promotions, and determining the timing for applying promotional policies and discounts by product and market. Also in collaboration with Strategic Partners, it determined the content of direct marketing campaigns and newsletters. Order processing and customer care In the first quarter of 2010, approximately 381 thousand customer orders were placed, an increase of about 41.7% over the same period of the previous year, and equal to one order processed every 20 seconds13. In terms of fraud control, special attention was paid to processing efficiency and ongoing customer satisfaction. A revision of the procedures and tools used is currently under way, with the aim of reducing manual activity and improving performance. Other external tools are also being assessed for prospective inclusion in the platform, in order to keep it constantly updated with the most sophisticated anti-fraud technologies. Transport costs are steadily falling, although the increasing cost of raw materials, particularly oil, should be highlighted. In terms of customer service, the primary focus has been on greater interaction with our external suppliers, involving regular monitoring, feedback and training, as well as the continued optimisation of order management, returns and refunds, increasing automation and reducing manual work. The Group’s local presence in Japan was also strengthened, with an internal team installed at the local branch. New and more advanced tools for contact with our Multi-brand and Mono-brand customers are currently being assessed, with a view to making customer contact more immediate but also more cost-efficient. Technology The Technology department is undergoing a far-reaching restructuring programme, which started in the first quarter of 2010. The changes are aimed at aspects of product focus (industrial e-commerce solutions), production scalability, identifying a specific area of platform engineering, and finally efficiency, highlighting groups with good levels of operational independence. The reorganisation is linked to a major outsourcing programme to guarantee strong development in terms of functional extension demanded by the business and the overhaul of the organisational structure scheduled to take place from the second quarter of 2010. As well as the development of new e-commerce solutions connected to the launch of the Mono-brand Online Stores, reviews of the performance and functionality of management systems supporting the platform (for example, the new process for generating online catalogues and managing the Gallery windows, SSL offload and Dynamic Site Acceleration) were also carried out in the first quarter. The MEA project to develop an internal campaign management tool was completed, with the launch of a sophisticated product integrating BI information with the external newsletter mailing system (Contactlab). Particular mention should be made of a strategic project that saw the first release of the YOOX API (Application Programming Interface) to support the multi-channel activities. Specifically, we expect the project to speed up the extension of functions on the mobile, smart phone and tablet device channel.

13 Calculated by dividing the total number of seconds in the first quarter 2010 by the number of orders processed at Group level over the same period of time.

YOOX GROUP

YOOX GROUP


Staff areas (Human Resources, Press Office, Administration, Finance and Control, Law Department, Internal Audit, General Services and Investor Relations) contributed to the Group’s growth by supporting the business with the appropriate operating tools. For further details on the Human Resources department, see the Human Resources section.

The Group made investments totalling Euro 1,288 thousand in the first quarter of 2010, comprising Euro 873 thousand in intangible assets and Euro 415 thousand in property, plant and equipment. Increases in intangible assets were mainly for investments in multi-year development projects valued at Euro 625 thousand. These are costs incurred by YOOX S.p.A. for specific projects aimed at the ongoing development of innovative solutions for the creation and management of Online Stores. Development projects have been classified according to the area in which the various initiatives take place: development of e-commerce functions and development of tools to support productivity, security and performance. Expenses for research-related activities, which are carried out with a view to obtaining new scientific or technical knowledge and discoveries, are recognised in the income statement at the time they are incurred. Investments in property, plant and equipment mainly relate to investments in technological infrastructure, the replacement or completion of office furnishings, investment in the new photographic studios at Interporto and investments relating to the implementation of Legislative Decree 81/2008, also at Interporto. An increasing proportion of investment is made using finance leases.

Summary consolidated statement of financial position The following tables provide figures taken from the Group’s reclassified consolidated statement of financial position at March 31, 2010, prepared in accordance with the IFRS endorsed by the European Union, and the Group’s consolidated statement of cash flows for the first quarter. Reclassified consolidated statement of financial position at March 31, 2010: Thousand Euro Balance at March 31, 2010 Balance at December 31, 2009 % change

Net working capital14 14,020 9,768 43.5%

Non-current assets 11,148 10,883 2.4%

Non-current liabilities (excluding financial liabilities) (582) (572) 1.8%

Net invested capital15 24,586 20,079 22.4%Equity 56,569 54,077 4.6%

Net debt/(net financial position)16 (31,984) (33,997) -5.9%

Total sources of financing 24,586 20,079 22.4%

14 Net working capital is current assets, net of current liabilities, with the exception of cash and cash equivalents, bank loans and borrowings and other financial

payables falling due within one year and financial assets and liabilities included under other current assets and liabilities. Net working capital is not recognised as an accounting measure under Italian GAAP or the IFRS endorsed by the European Union. The measurement criterion adopted by the Company might not be consistent with that adopted by other groups. Accordingly, the resulting balance obtained by the Company may not be comparable with those calculated by such groups.

15 Net invested capital is the sum of net working capital, non-current assets and non-current liabilities, net of non-current financial liabilities. Net invested capital is not recognised as an accounting measure under Italian GAAP or the IFRS endorsed by the European Union. The measurement criterion adopted by the Company might not be consistent with that adopted by other groups. Accordingly, the resulting balance obtained by the Company may not be comparable with those calculated by such groups.

16 Net debt (or net financial position) is the sum of cash and cash equivalents, other current financial assets, net of bank loans and borrowings and other financial payables falling due within one year, other current financial liabilities and non-current financial liabilities. Net debt (or net financial position) is not recognised as an accounting measure under Italian GAAP or the IFRS endorsed by the European Union. The measurement criterion adopted by the Company might not be consistent with that adopted by other groups. Accordingly, the resulting balance obtained by the Company may not be comparable with those calculated by such groups. For details on the items that make up net debt (or net financial position), see the table below in the section “Debt/Net financial position”.

FINANCIAL MANAGEMENT

INVESTMENTS


Reclassified consolidated statement of cash flows at March 31, 2010: Thousand Euro March 31, 2010 March 31, 2009 % change

Cash flow from (used in) operating activities (841) 2,251 >100%

Cash flow from (used in) investing activities (1,226) (617) 98.7%

Sub-total (2,067) 1,634 >100%Cash flow from (used in) financing activities (22,515) 4,218 >100%

Total cash flow generated during the period (24,582) 5,852 >100% Net working capital increased from Euro 9,768 thousand at December 31, 2009 to Euro 14,020 thousand at March 31, 2010. This performance was mainly due to the decrease in trade and tax payables existing at December 31, 2009 relating to the stock market listing and the exercising of stock options, and to the regular increase in stocks (Euro 1,520 thousand) owing to seasonal procurement to respond to expected growth. This change is also reflected in the net financial position. Profit for the year (Euro 1,978 thousand), the increase in the stock option reserve (Euro 281 thousand) and the proceeds from the exercise of stock options (Euro 225 thousand) were the main changes in the items under consolidated equity, which increased from Euro 54,077 thousand at December 31, 2009 to Euro 56,569 thousand at March 31, 2010. The Group’s net financial position changed from Euro 33,997 thousand at December 31, 2009, to Euro 31,984 thousand at March 31, 2010. The cash flow used in operations was strongly influenced during the quarter by the payment of trade payables (Euro 3,440 thousand) and tax liabilities (Euro 3,645 thousand) connected to the stock market listing and to the exercise of the stock option, which existed at December 31, 2009, while operating performance, net of these payments, continues to generate cash. Investment activities, meanwhile, used up Euro 1,226 thousand in financial resources, principally for investments in technology. Debt/Consolidated net financial position The table below gives details of the YOOX Group’s net financial position at March 31, 2010. Thousand Euro Balance at March 31, 2010 Balance at December 31, 2009 Change %

Cash and cash equivalents 10,425 35,007 -70.2%

Other current financial assets 22,597 16 >100%

Bank loans and other current financial payables (352) (313) 12.5%

Other current financial liabilities (23) (20) 13.5%

Short-term net financial position 32,647 34,690 -5.9%Non-current financial liabilities (664) (693) -4.2%

Consolidated net financial position 31,984 33,997 -5.9% In accordance with the Group’s organisational structure, treasury operations are centralised at the Parent, YOOX S.p.A., which manages all lines of credit provided to the Group. The Group’s policy is to maintain an adequate margin of financial flexibility through available “committed” lines of credit, which at present are unused. Cash and cash equivalents totalled Euro 10,425 thousand at March 31, 2010, and are made up of cash, negotiable instruments and demand deposits or short-term deposits with banks, which are actually available and readily usable. Other current financial assets, amounting to Euro 22,597 thousand, include Euro 22,525 thousand of investments in low-risk, short-term monetary instruments (maturity within 12 months) such as repo agreements, time deposit and cash funds arranged with leading national and international lending institutions with high credit standing. At March 31, 2010, financial payables to banks and other financial institutions totalled Euro 1,016 thousand, largely unchanged compared with December 31, 2009, and consist of Euro 463 thousand to Simest (Società Italiana per le Imprese all’Estero) and Euro 553 thousand to BNP Paribas Lease Group for finance leases.

YOOX GROUP


The Global Offering of shares of YOOX S.p.A. (ISIN no. IT0003540470) was successfully completed in December 2009. The Company’s shares have been listed on the STAR segment of Borsa Italiana since December 3, 2009. The price of the Public Offering was set at Euro 4.30 per share within a projected range of Euro 3.60 to Euro 4.50 corresponding to a market capitalisation of Euro 216.7 million. At March 31, 2010, the YOOX stock closed at Euro 6.175, corresponding to a market capitalisation of Euro 314.7 million. Between the time of the listing and March 31, 2010, the YOOX share price grew by 43.6% over the flotation price, while in the first quarter to March 31, 2010, the stock grew by 18.3% over its closing price at December 30, 2009 (the last day of trading in 2009). YOOX stock market performance in the first quarter 2010

4/1/105/1/106/1/107/1/108/1/1011/1/1012/1/1013/1/1014/1/1015/1/1018/1/1019/1/1020/1/1021/1/1022/1/1025/1/1026/1/1027/1/1028/1/1029/1/101/2/102/2/103/2/104/2/105/2/108/2/109/2/1010/2/1011/2/1012/2/1015/2/1016/2/1017/2/1018/2/1019/2/1022/2/1023/2/1024/2/1025/2/1026/2/101/3/102/3/103/3/104/3/105/3/108/3/109/3/1010/3/1011/3/1012/3/1015/3/1016/3/1017/3/1018/3/1019/3/1022/3/1023/3/1024/3/1025/3/1026/3/1029/3/1030/3/1031/3/10

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Price YOOX S.p.A. Volume (Thousands) Source: Factset. In the period under review, the YOOX stock outperformed the FTSE Italia STAR index, which registered a rise of 2.5%, by about 15.8%.

INFORMATION FOR INVESTORS

YOOX GROUP


Performance of YOOX stock and FTSE Italy STAR index in the first quarter 2010

4/1/105/1/106/1/107/1/108/1/1011/1/1012/1/1013/1/1014/1/1015/1/1018/1/1019/1/1020/1/1021/1/1022/1/1025/1/1026/1/1027/1/1028/1/1029/1/101/2/102/2/103/2/104/2/105/2/108/2/109/2/1010/2/1011/2/1012/2/1015/2/1016/2/1017/2/1018/2/1019/2/1022/2/1023/2/1024/2/1025/2/1026/2/101/3/102/3/103/3/104/3/105/3/108/3/109/3/1010/3/1011/3/1012/3/1015/3/1016/3/1017/3/1018/3/1019/3/1022/3/1023/3/1024/3/1025/3/1026/3/1029/3/1030/3/1031/3/10

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12,000

YOOX S.p.A. (Left) FTSE Italy STAR (Right) Source: Factset. The table below summarises key stock and stock exchange data for the first quarter of 2010. Stock and stock exchange data March 31, 2010

Closing price at March 31, 2010 (Euro) 6.175

Maximum closing price in the first quarter of 2010 (Euro) – March 30, 2010 6.210

Minimum closing price in the first quarter 2010 (Euro) – February 12, 2010 5.095

Market capitalisation at March 31, 2010 (Euro million) 314.7Source: Borsa Italiana Stock analyst coverage In addition to the global coordinators of the Offering, Goldman Sachs International and Mediobanca, in the first quarter of 2010 Equita, Intermonte and Il Sole 24 Ore also initiated analyst coverage of YOOX stock, bringing the total number of financial analysts to five. YOOX has been given favourable ratings by analysts, with three Buy/Outperform ratings, one Marketperform rating and one Neutral rating, with a target price of between Euro 5.33 and 7.40 per share in the quarter under review, which subsequently increased to between Euro 5.33 and 9.00 in April and May 2010. Shareholder structure At March 31, 2010, the share capital totalled Euro 509,679.56, corresponding to a total of 50,967,956 shares with no nominal value pursuant to Article 2346 of the Italian Civil Code.

YOOX GROUP


At March 31, 2010, shareholders owning more than 2% of ordinary shares, as specified by CONSOB regulations, were as follows: Shareholders March 31, 2010

Balderton Capital L.P. 11.517%

Nestor 2000 SPRL 6.263%

Essegi S.r.l. 4.859%

JP Morgan Asset Management 4.841%

Federico Marchetti 4.732%

Red Circle S.r.l. 4.666%

Kiwi II 4.448%

Tiger Global Management LLC 2.550%

Kiwi I 2.378%

Federated Equity Management Company of Pennsylvania 2.144%

Invesco LTD 2.044%Source: Shareholder Register at March 31, 2010 Investor Relations The Group places a particular emphasis on developing its relationships with analysts, shareholders and institutional investors. In the first quarter of the year, the Group took part in major conferences and held a number of roadshows in some of the main financial centres in Europe and the US. Financial communication since the listing has taken place according to the rules stipulated by Borsa Italiana on price-sensitive press releases, in keeping with the Group’s wish to provide timely, transparent information to support its relations with the financial community.

In the first quarter of 2010, privacy-related activities focused on the following issues:

- security updates for front-end systems via the following initiatives: o introduction of an intrusion detection system at network level; o fine tuning of the software implemented in December 2009, in accordance with systems

administration control; o hardening of front-end systems to provide proper support for credit card number registration

pursuant to PCI directives for compliance with main circuit directives; - assessment and revision of the Online Store privacy policy; - review of the process and support for mailing systems for third parties (commercial mailing on behalf of

commercial partners), with the introduction of a process that reduces the risk of disseminating personal information compared with current processes by using encrypted channels.

The requirements set out by the data protection document on security have been implemented, in accordance with Annex B of legislative decree 196/03 “Personal data protection code”, which establishes technical specifications regarding the processing of sensitive data by electronic means.

PERSONAL DATA PROTECTION CODE

INFORMATION CONCERNING MEASURES TO PROTECT PRIVACY

YOOX GROUP


The Group incurred a greater tax burden in absolute terms than at March 31, 2009. Current taxes rose from Euro 904 thousand to Euro 1,165 thousand. IRAP taxes rose 30.2% for the Parent from Euro 179 thousand at March 31, 2009 to Euro 233 thousand at March 31, 2010. IRES taxes for the Parent amounted to Euro 504 thousand. With respect to the period ending March 31, 2009, the Group’s foreign companies had a tax burden of about Euro 428 thousand, due entirely to higher taxable profits resulting from growth in operations during the period ending March 31, 2010. The Group also recognised deferred tax assets totalling Euro 2,774 thousand and deferred tax liabilities of Euro 42 thousand. Deferred tax assets of Euro 3,027 thousand and deferred tax liabilities of Euro 26 thousand that were recognised in 2009 were also reversed. The amount posted to the income statement does not include the Euro 403 thousand in deferred tax assets posted directly as a matching entry to the share premium reserve pursuant to IAS 32. In addition, Euro 537 thousand in deferred tax assets posted directly as a matching entry to the share premium reserve in 2009 were reversed.

In 2010 the Group has signed, among other things: - three major e-commerce contracts covering the set-up and management of Online Stores for the sale of

clothing and fashion accessories, which became operational in February and March 2010; - a contract to extend the duration of an already active Online Store and roll it out to new markets. At March 31, 2010 there are no changes since December 31, 2009 in the Company’s legal disputes either as plaintiff or defendant. At March 31, 2010 the Company was a defendant in pending legal disputes related to (i) two labour lawsuits brought against YOOX by a former manager (currently pending before the Court of Bologna); (ii) a lawsuit on the merits brought against YOOX by a Monaco company for alleged violations in the area of unfair competition (currently pending before the Court of Paris). At March 31, 2010 the Company was a plaintiff in the following pending cases: (i) a civil and a criminal law suit brought by YOOX against the former tax representative for Greece (at the competent Greek court) aimed at recovering amounts illegally withheld by the above party; (ii) three actions to recover receivables brought by YOOX against counterparties that failed to fulfil their payment obligations; (iii) a criminal suit brought by YOOX against one of the three defaulting counterparties noted in (ii) above.

The Company confirms the essential importance of continuing to implement a sound human resource management policy. It is aware that meeting corporate growth and business development goals is dependent upon the enhancement of human resources, the development of the capabilities and skills of individual employees and the retention of key employees.

HUMAN RESOURCES

LEGAL MATTERS

TAX MATTERS

YOOX GROUP


At March 31, 2010, the Group headcount was 33% higher than in the same period of the previous year, corresponding to a net increase of 78 employees. The table below shows a breakdown of the headcount at March 31, 2010 and at March 31, 200917. No. March 31, 2010 March 31, 2009 ChangeManagers 15 13 2Junior managers 20 12 8Employees and trainees 262 196 66Abroad 19 17 2Total headcount 316 238 78 At December 31, 2009, the total Group headcount was 287; in the first quarter it registered a net increase of 29 employees, or 10%. With these levels of growth, research and selection of employees continues to be of vital importance to the Company, and the recruitment team is kept very busy, aiming not only to find the right candidates but also to ensure they are successfully integrated into the Company as quickly as possible. The Personnel administration department plays a critical role in ensuring that all procedures relating to the creation of new working relationships and the management of existing relationships are carried out efficiently and rapidly. Contracting institutions through which foreign positions are allocated were analysed, as were the calculation of remuneration packages (including relocation costs and local medical aid), tax profiles and social security and administrative issues. In the first quarter of 2010 the Company arranged several training events, organising various courses including: Italian for Foreigners; Negotiating Ability and Success in Business; Communicating Fashion and Brand Management (organised with the Polimoda Institute in Florence); Excel (basic and intermediate); and Powerpoint. In March 2010, the US office moved to new, more spacious and efficient premises in New York. The following are the main areas of focus for the Human Resources department in the first quarter of 2010. Assessment and development of human capital In order to improve the professionalism of the business, a skills assessment system was conceived and developed for integration with the system of financial incentives. Each employee will be assessed by his or her line manager on the basis of key business skills and the technical skills specific to his or her role. Throughout February, about 50 managers and assessors were trained to provide the conceptual and operational tools needed to accurately assess the skills of employees and to explain all the phases of the process. The first pilot scheme, involving a skills assessment for 2009, was carried out in February and March 2010. Remuneration policy A new “Performance Evaluation” appraisal and incentive system was introduced in the first quarter of 2010. This new system confirms YOOX’s focus on individual performance and motivation to achieve personal and corporate goals. Performance Evaluation is an integrated system that measures the added value created by individual employees against the objectives set by the Company that they are expected to achieve. The system involves the assessment of skills and achievement of objectives (MBO), providing impartial inputs for calculating bonuses for those employees who are eligible to receive financial incentives.

The Group’s philosophy is based on the need to help safeguard the environment and combat climate change by improving the energy efficiency of its buildings, reducing the impact of transport, constantly monitoring energy consumption to optimise use and reduce waste, using low-consumption lighting and IT components, using renewable energy and reducing waste from its operations. The environment is a key asset that YOOX is committed to protecting by planning activities aimed at achieving a balance between business operations and 17 The headcount does not include the Chief Executive Officer of Yoox S.p.A., interns or consultants.

THE ENVIRONMENT

YOOX GROUP


indispensable environmental needs, and in so doing, it has decided to adopt a true strategy of environmental responsibility: YOOXYGEN. The Group’s approach to environmental responsibility underpins the various initiatives implemented within the organisation that involve the whole Company and minimise its environmental impact. With the creation of YOOXYGEN, the Group has chosen to support Green Cross International through various projects, particularly favouring development programmes relating to climate change. This is the first step on the road to environmental sustainability. Over time, this aspect will be strengthened and developed with a view to becoming permanent company practice for the future. During the period under review, YOOX continued to pursue its environmental commitments, namely:

- to manage its activities in such a way as to minimise its environmental impact; - to take environmental risks into consideration when making corporate decisions; - to improve internal eco-efficiency; - to raise employees’ awareness in order to strengthen the culture of sustainability; - to promote the development and dissemination of eco-friendly projects and products; - to raise customers’ awareness regarding the choice of eco-friendly products.

The administration and control model used by the Parent YOOX S.p.A. is the traditional model prescribed by Italian law, based on the existence of a Shareholders’ Meeting, a Board of Directors and a Board of Statutory Auditors. Corporate bodies are appointed by the Shareholders’ Meeting and remain in office for three years. Shareholders’ Meeting The Shareholders’ Meeting is convened and votes on items at ordinary and extraordinary sessions as dictated by law and the Company’s bylaws. Share capital and share ownership at March 31, 2010 At March 31, 2010, share capital totalled Euro 509,679.56 corresponding to total shares of 50,967,956. It should be noted that this number of shares was the result of a decision dated September 3, 2009 made by the Shareholders’ Meeting, which voted to split the number of ordinary shares, following elimination of the nominal value, with an implicit unit price of Euro 0.01. Of the total shares at March 31, 2010, 50.4% are held by shareholders owning more than 2% of the share capital, as detailed in the Information for Investors section, and the remaining 49.6% is free float/held by others. Pursuant to the resolution of the Board of Directors of January 18, 2010, 564,200 new shares have been subscribed since December 31, 2009 with a nominal value of Euro 5,642.00 following the exercise of stock options by four beneficiaries. With the exception of the lock-up agreement signed by the Issuer and Red Circle S.r.l. Unipersonale on March 16, 2009 as described above, there are no existing agreements among shareholders since the previous agreement lapsed with the resolution to request authorisation for listing. Over the years, several stock option plans have been implemented for the benefit of senior and middle management. For detailed descriptions of these plans, please refer to the consolidated financial statements and notes at March 31, 2010. Board of Directors The Parent is administered by a Board of Directors made up of seven directors elected by the Shareholders’ Meeting: - Federico Marchetti (Chairman and Chief Executive Officer); - Fausto Boni (Director); - Mark Evans (Director);

CORPORATE GOVERNANCE

YOOX GROUP


- Catherine Gérardin (Director); - Massimo Giaconia (Director); - Elserino Piol (Director); - Stefano Valerio (Director).

The Chairman of the Board of Directors and all Directors were appointed by resolution dated October 7, 2009, with the exception of Director Catherine Gérardin, who was co-opted to the board by resolution dated October 29, 2009; they will remain in office until the approval of the financial statements at December 31, 2011. On October 7, 2009, the Shareholders’ Meeting revised the total maximum annual remuneration that can be paid to the management body, and on the same date, the Board of Directors approved the allotment of this remuneration. Furthermore, after March 31, 2010, the ordinary Shareholders’ Meeting of April 21, 2010 appointed Catherine Gérardin as a member of the Board of Directors. She had previously been co-opted to the board by resolution dated October 29, 2009. Committees Committee members were appointed by the Board of Directors on October 7, 2009. Below is the composition of each committee. Remuneration Committee: - Elserino Mario Piol (Chairman), Non-Executive Director; - Catherine Gérardin, Independent Non-Executive Director; - Massimo Giaconia, Independent Non-Executive Director. The Committee met on January 27, 2010 and on March 11, 2010, and voted in favour of the following proposals: - Proposal to award a bonus to the Chief Executive Officer for 2010; - Proposal to grant stock options to the Chief Executive Officer; - Proposal to grant stock options to some senior managers; - Proposal to allocate bonuses (MBO) for 2010 to the managers mentioned in the previous proposal. Internal Control Committee: - Massimo Giaconia (Chairman), Independent Non-Executive Director; - Fausto Boni, Non-Executive Director; - Catherine Gérardin, Independent Non-Executive Director. The Committee met on February 22, 2010. Directors’ Appointments Committee: - Massimo Giaconia (Chairman), Independent Non-Executive Director; - Catherine Gérardin, Independent Non-Executive Director; - Stefano Valerio, Non-Executive Director. The committee did not meet during the first quarter of 2010. Chairman and Chief Executive Officer On October 7, 2009, the Board of Directors confirmed Federico Marchetti, the founding shareholder of the YOOX Group, as the Chairman and Chief Executive Officer until approval of the financial statements at December 31, 2011. He was granted broad powers for the administration of the Parent including, but not limited to, signature powers on behalf of the Company and serving as its legal representative with respect to third parties and in legal matters, with the exception of decisions on matters that are the specific remit of the Board of Directors.

YOOX GROUP


Board of Statutory Auditors The Board of Statutory Auditors is made up of three standing auditors and two alternate auditors appointed by the Shareholders’ Meeting. The current Board of Statutory Auditors was appointed by resolution dated October 7, 2009, and will remain in office until the approval of the financial statements at December 31, 2011. The Board’s members are as follows: - Filippo Tonolo (Chairman); - Luca Sifo (Standing Auditor); - David Reali (Standing Auditor); - Nicola Bottecchia (Alternate Auditor); - Edmondo Maria Granata (Alternate Auditor). Director in charge of preparing corporate accounting documents Pursuant to Article 154-bis of Legislative Decree No. 58 of February 24, 1998, the Director in charge of preparing corporate accounting documents is the same person as the Director of Administration, Finance and Control. The Board of Directors met on September 3, 2009 and appointed Paolo Fietta to this position. The Director in charge of preparing corporate accounting documents is responsible for preparing appropriate administrative procedures for drawing up the separate and consolidated financial statements, certifying the actual application and adequacy of such procedures, and confirming that all communications concerning the Company’s financial statements are truthful. Independent auditors On September 9, 2009, subject to the beginning of trading in anticipation of the positive outcome of the listing process, the Company’s ordinary Shareholders’ Meeting voted to appoint KPMG S.p.A. to audit the separate and consolidated financial statements as at and for the year ended December 31, 2009 and as at and for the years ended December 31, 2010-2017 pursuant to Article 159 of the Consolidated Finance Law. After March 31, 2010, the Shareholders’ Meeting resolved on April 21, 2010 to amend the above mandate to bring it into line with current legislation. Internal Audit The Internal Audit department, which was created within YOOX S.p.A. in January 2009, worked on the process of setting up this department and carrying out the internal audit activities specified in the audit plan approved by the Company for 2010. The department supported the director in charge of preparing company accounting documents in relation to compliance with Legislative Decree 262/2005, carrying out the monitoring activities specified in the audit plan and relating to annual disclosure for the year ended December 31, 2009. The Internal Audit department also provided support to the Supervisory Body of YOOX S.p.A. in implementing the compliance measures specified in Legislative Decree 231/2001 and those identified from the analyses conducted to formalise the Organisational, Management and Control Model pursuant to Legislative Decree 231/2001. The Internal Audit department, in the form of its manager, Pietro Tagliati, also developed and oversaw all the activities that comprise the broader Internal Control System. Internal Control Manager The Company’s Board of Directors, with a favourable opinion from the Internal Control Committee, resolved on December 4, 2009 to appoint Pietro Tagliati, head of the Internal Audit department, as the Internal Control Manager, pursuant to Article 8.C.7. of the Code of Conduct. The Internal Control Manager is responsible for ensuring that the internal control system is consistently suitable and fully operational, but is not responsible for any operating area. He/she has direct access to all information useful for the performance of his/her duties. The specific activities of the Internal Control Manager are set out in the audit plan approved by the director in charge of overseeing internal control on February 2, 2010 and by the Internal Control Committee on February 22, 2010.

YOOX GROUP


Supervisory Body pursuant to Legislative Decree 231/2001 The Company adopted the Organisational, Management and Control Model specified by Legislative Decree 231/2001 and the Code of Ethics by resolution of the Board of Directors of September 3, 2009. The Supervisory Body, which must satisfy the requirements of autonomy, independence and professionalism, and which has been granted inspection and control powers as well as the powers and duties specified by the Model set forth in Legislative Decree 231/2001, was appointed by the Board of Directors by resolution of September 8, 2009. The Supervisory Body is composed of three members: Rossella Sciolti, an independent board member, as Chairwoman; Francesco Guidotti, an independent board member; and Pietro Tagliati, head of the Company’s Internal Audit department. With the support of the Internal Audit department, the Supervisory Body implemented the compliance measures specified in Legislative Decree 231/2001 and those identified by the analyses performed to formalise the Organisational, Management and Control Model pursuant to Legislative Decree 231/2001.

Approval and filing of separate financial statements at and for the year ended December 31, 2009 The Shareholders’ Meeting of April 21, 2010 convened at a second call approved the separate financial statements at and for the year ended December 31, 2009, resolving to carry forward YOOX S.p.A.’s entire net profit for the year. On April 22, the Company announced that the financial statements had been filed at the registered office and with Borsa Italiana S.p.A., and that they were also available in the Investor Relations section of the Company website (www.yooxgroup.com). Extension of appointment of KPMG S.p.A. The Shareholders’ Meeting of April 21, 2010 approved the proposal of the Board of Statutory Auditors to extend the appointment of KPMG S.p.A. as the Company’s independent auditors and redetermined the fees for the years ended December 31, 2009 to December 31, 2017. Director appointment On April 21, 2010, the Shareholders’ Meeting appointed Catherine Gérardin as a Director on the proposal of the shareholder Essegi S.r.l. (she was previously co-opted to the board on October 29, 2009). Resignation of Human Resources Director and new appointment Francesca Gandolfi resigned as Director of Human Resources with effect from April 1, 2010. On 11 May 2010, the Board of Directors appointed Guiseppe Guillot as the new Director of Human Resources and Organisation. “YOOX.COM for iPad” application launched On April 3, 2010 the Group announced the launch of the “YOOX.COM for iPad” application, which is now available from the Apple Store. Like those for the iPhone and iPod, “YOOX.COM for iPad” is available in six languages and enables users to shop on yoox.com and receive their purchases in 67 countries around the world. Exercise of stock options Pursuant to the resolution of the Board of Directors dated May 11, 2010, 119,600 new shares were subscribed with a nominal value of Euro 1,196.00 following the exercise of stock options by a beneficiary.

For 2010, based on the information currently available and given the first-quarter, results the Company can reasonably expect growth in revenue and profitability compared with the results for 2009. Both the Multi-brand and Mono-brand business lines are expected to contribute, along with further international growth. Further support for increased profitability is expected to come from synergies and operating leverage at Group level. Internal measures aimed at increasing efficiency will continue, as will ongoing tight cost controls, despite the higher costs resulting from its status as a listed company. At year-end 2010, the Group’s net financial position is expected to be largely unchanged from that at December 31, 2009 despite the outlays of the start of 2010 to complete operations associated with the listing process, and

OUTLOOK

SUBSEQUENT EVENTS

YOOX GROUP


higher planned investment in technology than in the past (to improve the brand experience and develop the CRM solution) due to the fact that the Group has achieved a balance between expected business development and the ability to generate cash flow.

Zola Predosa (BO), May 11, 2010 For the Board of Directors

Chairman of the Board of Directors Federico Marchetti

YOOX GROUP


CONSOLIDATED FINANCIAL STATEMENTS AND NOTES AT MARCH 31, 2010 YOOX GROUP

YOOX GROUP

YOOX GROUP


Consolidated financial statements at March 31, 2010 prepared in accordance with International Financial Reporting Standards (IFRS) .................................................................................................................................37 Consolidated income statement ...........................................................................................................................37 Consolidated statement of comprehensive income..............................................................................................38 Consolidated statement of financial position ........................................................................................................39 Statement of changes in consolidated equity at March 31, 2009 and March 31, 2010 ........................................40 Consolidated statement of cash flows..................................................................................................................41 General information..............................................................................................................................................42 Form and content .................................................................................................................................................42 Scope of consolidation .........................................................................................................................................44 Changes to accounting standards, new accounting standards, changes to estimates and reclassifications .......45 Notes to the consolidated financial statements ....................................................................................................46

CONTENTS

YOOX GROUP

YOOX GROUP


Consolidated income statement Thousand Euro Notes March 31, 2010 March 31, 2009

Net revenue 50,285 35,068Cost of goods sold (31,593) (22,378)Fulfilment costs (5,054) (3,760)Sales and marketing costs (5,571) (3,905)General expenses (4,562) (3,143)Other income/(expenses) (290) (247)Non-recurring expenses - - Operating profit 3,215 1,635 Financial income 415 143Financial expenses (218) (525) Profit before tax 3,412 1,253 Tax (1,434) (826) Consolidated profit for the period 1,978 427 of which: attributable to owners of the Parent 1,978 427attributable to non-controlling interests - - Basic earnings per share* 3 0.04 0.01Diluted earnings per share* 3 0.04 0.01* Post split (see paragraph 3 in the section Notes to the consolidated financial statements).

CONSOLIDATED FINANCIAL STATEMENTS AT MARCH 31, 2010 PREPARED IN ACCORDANCE WITH INTERNATIONAL FINANCIAL REPORTING STANDARDS

(IFRS)

YOOX GROUP


Consolidated statement of comprehensive income Thousand Euro March 31, 2010 March 31, 2009 Consolidated profit for the period 1,978 427 Other components of comprehensive income, net of tax effects Foreign currency translation differences for foreign operations 142 (2) Profit/(loss) from cash flow hedges - 3 Total other comprehensive income 142 1 Total consolidated comprehensive income for the period 2,120 428 of which: attributable to owners of the Parent 2,120 428 attributable to non-controlling interests - -

YOOX GROUP


Consolidated statement of financial position

Thousand Euro Notes March 31, 2010

December 31, 2009

March 31, 2009

Non-current assets Property, plant and equipment 4.1 3,644 3,508 3,462Intangible assets with finite useful life 4.2 3,881 3,420 2,517Deferred tax assets 4.3 3,185 3,546 1,501Other non-current financial assets 4.4 438 409 1,362 Total non-current assets 11,148 10,883 8,842 Current assets Inventories 4.5 48,574 47,054 40,660Trade receivables 4.6 7,446 6,743 4,260Other current assets 4.7 3,140 3,213 4,588Cash and cash equivalents 4.8 10,425 35,007 14,814Financial assets 4.8 22,525 - - Total current assets 92,110 92,017 64,322 Total assets 103,258 102,900 73,164 Equity Share capital 510 504 423Reserves 59,445 58,937 31,062Losses carried forward (5,364) (9,462) (9,462)Consolidated profit for the period/year 1,978 4,098 427 Equity attributable to equity holders of the Parent 56,569 54,077 22,450Equity attributable to non-controlling interests - - - Total consolidated equity 4.9 - 4.10 56,569 54,077 22,450 Non-current liabilities Financial liabilities 4.11 664 693 18,699Employee benefits 4.12 214 219 266Provisions for risks and charges 4.14 310 310 346Deferred tax liabilities 4.13 58 43 44 Total non-current liabilities 1,246 1,265 19,355 Bank loans and other current financial liabilities 4.11 352 313 3,061Provisions for risks and charges 4.14 622 538 288Trade payables 4.15 27,261 27,254 18,744Tax liabilities 4.16 4,564 3,913 1,207Other payables 4.17 12,644 15,540 8,059 Total current liabilities 45,443 47,558 31,359 Total consolidated equity and liabilities 103,258 102,900 73,164

YOOX GROUP

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YOOX GROUP


Consolidated statement of cash flows Thousand Euro March 31, 2010 March 31, 2009

Consolidated profit for the period 1,978 427Adjustments for: Taxes for the period 1,434 826Financial expenses 218 525Financial income (415) (143)Depreciation, amortisation and impairment losses 692 432Fair value measurement of stock options 281 150Unrealised effect of changes in foreign exchange rates 142 (2)(Gains)/losses on sale of non-current assets - 1Employee benefits 8 1Provisions for risks and charges 287 274Payment of employee benefits (12) (9)Use of provisions for risks and charges (204) (154)Changes in inventories (1,520) (2,008)Changes in trade receivables (703) (349)Changes in trade payables 7 1,462Changes in other current assets and liabilities (2,826) 1,683Cash flow from (used in) operating activities (633) 3,116 Income tax paid (405) (483)Interest and other financial expenses paid (218) (525)Interest and other financial income received 415 143NET CASH FROM (USED IN) OPERATING ACTIVITIES (841) 2,251 Investing activities Acquisition of property, plant and equipment (324) (82)Acquisition of intangible assets (873) (409)Acquisition of other non-current financial assets (29) (126)Proceeds from sale of other non-current financial assets - -Proceeds from sale of property, plant and equipment - - NET CASH FROM (USED IN) INVESTING ACTIVITIES (1,226) (617) Financing activities New short-term liabilities - -Repayment of short-term liabilities (1) (1,072)New non-current liabilities - -Repayment of non-current liabilities (78) (149)Increase in share capital and share premium reserve 90 5,435Investments in financial assets (22,525) -Changes in the hedging reserve - 3 NET CASH FROM (USED IN) FINANCING ACTIVITIES (22,515) 4,218 TOTAL CASH FLOW FOR THE PERIOD (24,582) 5,852 Cash and cash equivalents at the beginning of the period 35,007 8,962Cash and cash equivalents at the end of the period 10,425 14,814TOTAL CASH FLOW FOR THE PERIOD (24,582) 5,852

YOOX GROUP

YOOX GROUP


The YOOX Group (hereinafter the Group or YOOX) began its activity with the opening, in the year 2000, of the Multi-brand yoox.com virtual boutique (initially operational in Italy and other countries of the European Union) for the sale of clothing, footwear and fashion accessories from collections of the corresponding season of the previous year at reduced prices, and other exclusive products (made exclusively for yoox.com) or that are otherwise difficult to find on the traditional and/or online market (the Multi-brand business line). In 2002, in order to grow its business by increasing its international presence, YOOX set up YOOX Corporation to manage sales on US territory. In 2004, the YOOX Group expanded through the creation of YOOX Japan, to manage sales on Japanese territory. Since 2006, based on the expertise it has developed and the success it has achieved with yoox.com, the YOOX Group has extended its operations through a new business line dedicated to the design and management of mono-brand Online Stores for some of the world’s leading fashion companies (the Mono-brand business line). On June 27, 2007, it established Y Services, a company wholly owned by YOOX S.p.A. (hereinafter the Company or the Parent), in order to ensure efficient management of the US sales made by the Online Stores of some of its Strategic Partners. In the first half of 2008, the YOOX Group also launched the multi-brand virtual space “thecorner.com”, containing a selection of shops-in-shop, each dedicated to an individual brand with relatively limited distribution (thecorner.com and yoox.com together comprise the Multi-brand business line). As of the date of this interim consolidated financial statements, through Multi-brand and Mono-brand Online Stores, the YOOX Group sells a wide range of fashion and design products of established, niche and emerging brands in 67 countries, through three logistics centres in three different continents and six operational offices (located in Bologna, Milan, Paris, Madrid, New York and Tokyo), managing Online Stores in seven languages and operating with four different currencies. Specifically, as of the date of this document, the YOOX Group has launched a total of 20 Online Stores, including three in 2006/2007, seven in 2008, six in 2009 and four in early 2010. Group structure and activities The YOOX Group includes, as well as the Parent YOOX S.p.A., the companies YOOX Corporation and Y Services, which are subject to US law and which manage sales activities in the US and YOOX Japan, which is subject to Japanese law and which manages sales activities in Japan. The YOOX Group is active in electronic commerce and offers commercial services relating to clothing and fashion accessories, and more generally to anything that accessorises the person or the home, during free time, when relaxing or during leisure activities.

1 General principles These interim consolidated financial statements of the YOOX Group at March 31, 2010 were prepared in accordance with the provisions of Article 154-ter, paragraph 5, of Legislative Decree 58/98, the TUF, as amended, and in compliance with Article 2.2.3. of the Stock Exchange Regulation. These consolidated financial statements and notes, compiled in accordance with IAS 34 – Interim Financial Reporting, were prepared by using the same accounting policies used to prepare the consolidated financial statements at December 31, 2009, except in the specific cases mentioned in the section entitled Accounting standards, amendments and interpretations applied from January 1, 2010 and described also in section 4.8 of the notes to the consolidated financial statements.

FORM AND CONTENT

GENERAL INFORMATION


These consolidated financial statements and notes at March 31, 2010 have thus been prepared in accordance with the International Financial Reporting Standards (IFRS) endorsed by the European Union, as interpreted by the International Financial Reporting Standards Committee (IFRIC), formerly the Standing Interpretations Committee (SIC). These consolidated financial statements and notes have not been audited. 2 Consolidated financial statements As indicated above, the consolidated financial statements and notes at March 31, 2010 were drawn up in accordance with the IFRS endorsed by the European Union, and comprise the following: Income statement The income statement is classified by function, which is considered to provide more meaningful information than classification by nature since it is more consistent with the reporting system used by management when evaluating the performance of the business. Statement of comprehensive income The statement of comprehensive income presents, in a single statement, the constituent components of profit (loss) for the period and income and expenses recognised directly in equity for transactions not involving owners of the Parent. Statement of financial position The statement of financial position presents current and non-current assets, and current and non-current liabilities separately. For each item under assets and liabilities, a description is provided in the notes of the amounts expected to be settled or recovered within or after the 12-month period following the reporting date. Statement of changes in equity The statement of changes in equity reports the profit or loss for the year, including each item of revenue or cost, income or expense which, as required by IFRS and their interpretations, is recognised directly in equity, and the total of these items; total comprehensive profit or loss for the year, with separate presentation of the portion pertaining to owners of the Parent and any portion pertaining to non-controlling interests; the effect on each item of equity of changes to accounting standards and corrections of errors as required by the accounting treatment set out in IAS 8; and the balance of profit or loss carried forward at the start of the year and at the date of the consolidated financial statements, together with the changes during the period. The notes to the consolidated financial statements also present the amounts deriving from transactions with owners of the Parent and a reconciliation between the carrying amount of each share class, the share premium reserve and other reserves at the start and end of the period, showing each change separately. Statement of cash flows The statement of cash flows presents the cash flows from operating, investing and financing activities. Operating cash flows are presented using the indirect method, whereby profit or loss for the year or for the period is adjusted for non-monetary transactions, for all deferrals or provisions relating to previous or future operating receipts or payments and for revenue items relating to cash flows from investing or financing activity. 3 Basis of preparation The consolidated financial statements and notes are presented in Euro and balances in the financial statements and in the notes to the financial statements are expressed in Euro, unless specifically indicated otherwise. The consolidated financial statements and notes were prepared on a historical cost basis, with the exception of derivative financial instruments and low-risk, short-term monetary instruments (maturity within 12 months) such as repo agreements, time deposit and cash funds, which are measured at fair value) and on the assumption that the business is a going concern. Despite the difficult macroeconomic environment in which it is operating, the

YOOX GROUP

YOOX GROUP


Group believes that there are no significant uncertainties over business continuity (as defined under IAS 1.25), particularly given the strength of the Group’s financial situation. The accounting standards are applied in the same way across all Group companies. The accounting standards adopted for the preparation of the consolidated financial statements and notes at March 31, 2010 were applied in the same way for all periods presented for comparison. 4 Use of estimates Estimates and assumptions must be made during preparation of the consolidated financial statements and notes. These are based on the best estimate by directors, and affect the values of the assets and liabilities reported in the financial statements and in the explanatory notes. These estimates and assumptions are reviewed periodically, and the effects of any changes are immediately recognised in the period when the circumstances change. Actual results may differ from these estimates. Estimates are used to recognise allowances for credit risks, provisions for obsolete inventories, depreciation and amortisation, impairment losses on assets, employee benefits, tax and other provisions. Estimates and assumptions are reviewed periodically and the effects of any changes are immediately recognised in the income statement. 5 Approval of the consolidated interim financial statements at March 31, 2010 The consolidated interim financial statements at March 31, 2010 were approved by the Board of Directors on May 11, 2010.

The scope of consolidation as of March 31, 2010 comprises the following subsidiaries of YOOX S.p.A.: − YOOX Corporation, formed in 2002 to manage sales activities in America − YOOX Japan, formed in 2004 to manage sales activities in Japan − Y Services, formed in 2007 to manage the US sales of the Online Stores for the following brands: Emporio

Armani18, Diesel, Miss Sixty, Energie, Marni and D&G At March 31, 2010 the scope of consolidation includes the following companies:

Company Registered offices Share capital at March 31, 2010

Percentage held at March 31, 2010

YOOX Via Nannetti,1– 40069 Zola Predosa – Bologna, Italy 510 -

YOOX Corporation 15 East North Dover, Delaware 19901, United States of America 248 100%

Y Services 1220 Market St. Ste 806, Wilmington, Delaware 19801, United States of America 124 100%

YOOX Japan Grande Maison Daikanyama No. 1001 150 0022 Shibuya-ku, Tokyo, Japan 75 100%

The scope of consolidation has not changed since December 31, 2009 or March 31, 2009.

18 Until the end of February 2010, following the centralisation of warehousing in Italy.

SCOPE OF CONSOLIDATION


The exchange rates used to translate items in the financial statements and balances denominated in currencies other than the Euro at March 31, 2010 and 2009 are shown as follows: Exchange rate at March 31, 2010 Average exchange rate during the reference period

USD 1.3479 1.3829

JPY 125.93 125.48

GBP 0.8898 0.8876 Exchange rate at March 31, 2009 Average exchange rate during the reference period

USD 1.3308 1.3024

JPY 131.17 121.90

GBP 0.9308 0.9088 Exchange rate at December 31, 2009 Average exchange rate for 2009

USD 1.4406 1.3948

JPY 133.16 130.34

GBP 0.8881 0.8909 The foreign currencies are reported against Euro units.

1 Accounting standards, amendments and interpretations that came into effect from January 1, 2010 but that are not relevant for the Group

The following amendments, improvements and interpretations, which came into effect from January 1, 2010, govern circumstances and cases that do not exist within the Group at the time of these consolidated financial statements and notes, but which might affect the accounting of future transactions or agreements:

• IFRS 3 (Revised in 2008) – Business Combinations; • Improvement to IFRS 5 – Non-current Assets Held for Sale and Discontinued Operations; • Amendments to IAS 28 – Investments in Associations and to IAS 31 – Interests in Joint Ventures,

resulting from the changes to IAS 27; • Improvement to IAS/IFRS (2009); • Amendment to IFRS 2 – Share-based Payment: Group Cash-settled Share-based Payment

Transactions; • IFRIC 17 – Distributions of Non-cash Assets to Owners; • IFRIC 18 – Transfers of Assets from Customers; • Amendment to IFRS 39 – Financial Instruments: Recognition and Measurement – Qualifying Items for

Hedging. 2 Accounting standards, amendments and interpretations not yet applicable and not adopted in

advance by the Group On October 8, 2009, the IASB issued an amendment to IAS 32 – Financial Instruments: Presentation: Classification of Rights Issues to govern accounting for rights issues (rights, options or warrants) denominated in currencies other than the functional currency of the issuer. These rights were previously accounted for as liabilities relating to derivative financial instruments. The amendment stipulates that, in certain circumstances, these rights are to be classified under equity, regardless of the currency in which the exercise price is denominated.

CHANGES TO ACCOUNTING STANDARDS, NEW ACCOUNTING STANDARDS, CHANGES TO ESTIMATES AND RECLASSIFICATIONS

YOOX GROUP


The amendment is applicable retrospectively from January 1, 2011. Adoption of this amendment is not expected to have any significant effect on the Parent’s financial statements. On November 4, 2009, the IASB issued a revised version of IAS 24 – Related Party Disclosures, which simplifies the type of disclosure required for transactions with related parties controlled by the state and clarifies the definition of related parties. The standard applies from January 1, 2011. As of the date of these consolidated financial statements and notes, the competent European Union bodies have not yet completed the process of endorsement necessary for its application. On November 12, 2009, the IASB published IFRS 9 – Financial Instruments, relating to the classification and measurement of financial assets, applicable from January 1, 2013. This publication is the first part of a process in stages to replace IAS 39 completely. The new standard uses a single approach based on modalities for managing financial instruments, and on the characteristics of the contractual cash flows of the financial assets, to determine the measurement criterion replacing the various rules set out in IAS 39. The new standard also establishes a single method for calculating financial asset impairment. As of the date of these consolidated financial statements and notes, the competent European Union bodies have not yet completed the necessary endorsement process for its application. On November 26, 2009, the IASB issued a minor amendment to IFRIC 14 – Prepayment of a Minimum Funding Requirement, allowing companies making prepayments of minimum funding contributions to recognise these as an asset. The amendment applies from January 1, 2011. As of the date of these consolidated financial statements and notes, the competent European Union bodies have not yet completed the necessary endorsement process for its application. On November 26, 2009, IFRIC issued the interpretation IFRIC 19 – Extinguishing Financial Liabilities with Equity, which provides guidelines for recognition of the extinguishing of a financial liability by issuing equity. The interpretation stipulates that if a business renegotiates the terms to extinguish a financial liability and its creditor agrees to extinguish it via the issue of shares in the business, the shares issued by the business become part of the price paid for the extinction of the financial liability and must be measured at fair value. The difference between the carrying amount of the financial liability extinguished and the initial value of the equity issued must be recognised in the income statement for the period. The amendment applies from January 1, 2011. As of the date of these consolidated financial statements and notes, the competent European Union bodies have not yet completed the necessary endorsement process for its application.

1 Segment reporting (business lines) The Group’s operating segments were determined on the basis of the reporting information used by senior management when making strategic decisions. This reporting information, which also reflects the Group’s current organisational structure, is based on the various products and services provided and was produced using the accounting standards described above (IFRS). The operating segments generate revenue from the specific production and sales activities described below: 1. Multi-brand, comprising the multi-brand online store activities of yoox.com and thecorner.com.

a. yoox.com is a virtual boutique that has been operational since June 2000, and as of March 31, 2010 sells and distributes a wide assortment of fashion and design products in 67 countries. The majority of products offered on yoox.com are clothing, footwear and fashion accessories drawn from the collections of well-known brands for the corresponding season of the previous year at reduced prices. To complete its select offerings, yoox.com offers collections made exclusively for sale through yoox.com from leading designers, as well as vintage garments, special editions from on-trend designers and an original selection of design objects.

b. thecorner.com is a virtual space launched in February 2008 to market the current season collections of

established brands and niche and/or artisan brands with relatively limited distribution, many of which are being made available online for the first time. The products sold on thecorner.com carry prices in line with those found in the traditional channel for the same clothing and accessories. Initially, thecorner.com only offered men’s collections. In September 2009, the women’s collection was also launched.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

YOOX GROUP


2. Mono-brand, comprising the design, creation and management, on an exclusive basis, of the Online Stores of some of the leading global fashion brands. The Group is therefore the strategic partner for these brands in this specific sales channel. The goods available in the Online Stores are sold and invoiced directly to end customers by YOOX. Twenty Online Stores were operating at March 31, 2010 in the Mono-brand segment.

The Group also has a Corporate and Central Services Area that directs and coordinates the Group’s activities. This Area also plays a key role in facilitating the operational integration of the various Areas and in supporting the activities directly associated with the operating segments. This Area includes Group management and the administrative, finance and control, legal, general services, human resources, press office, technology, investor relations and internal audit functions. The Group evaluates the performance of its operating segments according to their operating results, these being the results generated by ordinary operations. The segment revenues shown are those directly generated by or attributable to the segment and derive from its core activity. They include solely the revenue earned from transactions with third parties, since no revenue is generated from transactions with other segments. Segment costs comprise the direct costs charged by third parties in relation to the operating activities of the segment or directly attributable to the segment. No costs are incurred in relation to other operating segments. The operational reporting system used by senior management to evaluate business performance does not envisage the allocation of amortisation, depreciation and non-monetary income and expenses to the operating segments, and the information presented here is consistent with this reporting system. General expenses and other non-recurring income and expenses, financial income and expenses and taxes incurred in Group operations remain the responsibility of the Corporate Area since they are not related to the operations of the segments, and are posted under “Unallocated and adjusted items”. All the income components presented are measured using the same accounting criteria as those adopted to prepare the Group’s consolidated financial statements.

YOOX GROUP


Income statement figures for each operating segment as of March 31, 2010, with a reconciliation of entries with the Group’s income statement, is presented below: Description Multi-brand Mono-brand Corporate Group total

March 31, 2010

March 31, 2009

March 31, 2010

March 31, 2009

March 31, 2010

March 31, 2009

March 31, 2010

March 31, 2009

Segment net revenues 38,283 29,326 12,002 5,743 - - 50,285 35,068

Segment operating profit 6,066 4,557 2,105 553 - - 8,171 5,109

Reconciliation with Group results: General expenses (4,562) (3,143) (4,562) (3,143)Other depreciation and amortisation not attributable to operating segments (104) (85) (104) (85)

Other income/(expenses) (290) (247) (290) (247)

Non-recurring expenses - - - -

Other items - - - -

Group operating profit/(loss) 6,066 4,557 2,105 553 (4,956) (3,475) 3,215 1,635

Financial income 415 143 415 143

Financial expenses (218) (525) (218) (525)

Profit before tax - - 3,412 1,253

Tax (1,434) (826) (1,434) (826)

Profit for the period - - 1,978 427 2 Information by geographical area Revenues generated by the Group from transactions with third-party customers break down as follows: Description March 31, 2010 March 31, 2009

Italy 11,843 9,776

Europe (excluding Italy) 24,735 17,837

North America 9,480 4,481

Japan 3,140 2,151

Other countries 334 205

Not country related 753 618

Total 50,285 35,068 The item “Not country related” includes payments for setting up and maintaining the Online Stores, revenue generated from the sale of advertising projects for the Multi-brand segment, revenue from web marketing and web design services in the Mono-brand segment, and revenue generated through alternative channels. The table showing revenue by geographical area is consistent with the Group control model, in which only sales to online customers are allocated by country. In the first quarter of 2010 and in 2009, revenue generated from transactions with the largest third-party customer did not exceed 10% of the Group’s total revenue.

YOOX GROUP


3 Basic and diluted earnings per share The following table shows the calculation of the basic earnings per share (basic EPS) and diluted earnings per share (diluted EPS) reported in the consolidated income statement. Calculation of basic EPS March 31, 2010 March 31, 2009

Basic earnings 1,978 427

Average number of ordinary shares outstanding 50,860,187 40,420,517

Basic EPS 0.04 0.01 Calculation of diluted EPS March 31, 2010 March 31, 2009

Basic earnings 1,978 427

Average number of ordinary shares outstanding 50,860,187 40,420,517

Average number of shares granted without consideration 1,583,696 4,970,746

Total 52,443,883 45,391,263

Diluted EPS 0.04 0.01 The average number of shares granted without consideration in 2010 and 2009 used to calculate the diluted EPS relates to the effect of granting shares as part of existing stock option plans which, as stated in IFRS 2, can be converted on the basis of vesting conditions in the respective years. The figures reported are those that apply following the YOOX S.p.A. share split (see also section 4.10 of these notes to the consolidated financial statements). 4 Statement of financial position 4.1 Property, plant and equipment At March 31, 2010, property, plant and equipment totalled Euro 3,644 thousand. Description Dec. 31, 2009 Increases Depreciation March 31, 2010

Plant and equipment 826 96 (58) 864

Buildings 680 10 (41) 649

Industrial and commercial equipment 421 26 (31) 416

Other assets 1,582 283 (152) 1,714

Total property, plant and equipment 3,508 415 (282) 3,644

The total increase of Euro 136 thousand in property, plant and equipment net of depreciation was generated mainly by Other assets, due to the investment in new servers, PCs and monitors held under finance leases and valued at Euro 133 thousand, and to the investment in proprietary hardware worth Euro 105 thousand, including Euro 36 thousand for the new offices of YOOX Corporation, gross of depreciation. The other classes of property, plant and equipment showed no significant changes during the period under review, which resulted in a total drop of Euro 2 thousand net of depreciation. Depreciation in the period totalled Euro 282 thousand. At March 31, 2010, there are no liens or encumbrances on the property, plant and equipment of the YOOX Group; neither are there commitments to purchase property, plant and equipment.

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Moreover, no write-downs or revaluations were carried out on items of property, plant and equipment during the first quarter of the year. In the period under review, no borrowing costs were ascribed to asset entries in the statement of financial position. 4.2 Intangible assets with finite useful life Intangible assets amounted to Euro 3,881 thousand at March 31, 2010. Description Dec. 31, 2009 Increases Amortisation March 31, 2010

Development costs 2,604 363 (342) 2,625

Software and licences 171 119 (39) 251

Trademarks and other patents 66 - (3) 63

Assets under development 321 309 - 629

Other intangible assets 258 82 (27) 313

Total intangible assets 3,420 873 (411) 3,881

Increases in intangible assets were mainly for investments in multi-year development projects valued at Euro 625 thousand. These are costs incurred by YOOX S.p.A. for specific projects aimed at the ongoing development of innovative solutions for the creation and management of Online Stores. Development projects have been classified according to the area in which the various initiatives take place: development of e-commerce functions and development of tools to support productivity, security and performance. Expenses for research-related activities, which are carried out with a view to obtaining new scientific or technical knowledge and discoveries, are recognised in the income statement at the time they are incurred. Amortisation in the period totalled Euro 411 thousand. 4.3 Deferred tax assets Deferred tax assets fell by 10.2%, from Euro 3,546 thousand at December 31, 2009 to Euro 3,185 thousand at March 31, 2010. Deferred tax assets at March 31, 2010 were recognised in relation to: − the allowance for impairment; − the provisions for obsolete inventories; − the provisions for risks and charges (provisions for disputes, provisions for fraud and provisions for theft and

loss, respectively); − entertainment expenses for 2007; − directors’ fees unpaid at March 31, 2010; − unissued and non-deductible credit notes; − unrealised exchange rate losses; − elimination of intercompany profits and losses from the consolidated financial statements; − other minor items. Euro 3,027 thousand in deferred tax assets recognised in 2009 were also reversed. The amount posted to the income statement does not include the Euro 403 thousand in deferred tax assets posted directly as a matching entry to the share premium reserve pursuant to IAS 32. In addition, Euro 537 thousand in deferred tax assets posted directly as a matching entry to the share premium reserve in 2009 were reversed.

YOOX GROUP


Deferred tax assets posted to allowances for impairment, provisions for obsolete inventories and provisions for risks and charges also include the amount relating to the provisions recorded by the Group’s foreign companies. 4.4 Other non-current financial assets Other non-current financial assets totalled Euro 438 thousand at March 31, 2010 (Euro 409 thousand at December 31, 2009). These largely relate to rental contracts and contracts for the supply of electricity and gas, and to the existing relationships with Paymentech relating to retentions to guarantee the repayments due for returns made against sales. 4.5 Inventories Description March 31, 2010 Dec. 31, 2009 Change

Inventories 48,574 47,054 1,520

Total 48,574 47,054 1,520 Inventories at March 31, 2010 and December 31, 2009 break down as follows: Description March 31, 2010 December 31, 2009 Change

Inventories of raw materials, consumables and supplies 213 240 (27)

Total 213 240 (27)

Finished products and goods 52,775 51,075 1,700

Provision for obsolete finished products and goods (4,414) (4,261) (153)

Total 48,361 46,814 1,547

Total net inventories 48,574 47,054 1,520 Inventories rose by 3.2% from Euro 47,054 thousand at December 31, 2009 to Euro 48,574 thousand at March 31, 2010, and relate to goods that have been purchased for subsequent resale online. At March 31, 2010, 87% of the carrying amount of goods inventories, including the impairment allowance, consists of goods already for sale and goods purchased for sale in subsequent months. Goods from previous collections and/or obsolete goods are written down with a provision for obsolete inventories, calculated using the estimated realisable value of the goods. The reserve for obsolete inventories recognised as a result has a carrying amount deemed appropriate for the actual quantities of obsolete or slow-moving goods on hand. 4.6 Trade receivables The breakdown of trade receivables at March 31, 2010 is as follows: Description March 31, 2010 December 31, 2009 Change

Due from customers 4,403 3,396 1,007

Other trade receivables 3,275 3,518 (243)

Services in progress - 51 (51)

Allowance for impairment (232) (222) (10)

Total 7,446 6,743 703 The receivables due from customers are fully recoverable within 12 months and relate to trade receivables for the sale of goods to individuals.

YOOX GROUP


Other trade receivables mainly relate to receivables from Online Stores, chiefly for the provision of services. Services in progress of Euro 51 thousand at December 31, 2009 refer to set-up fees paid to the Group by Strategic Partners for whom the Group designs and creates Online Stores. They are measured according to fees accrued in the period based on the stage of service completion. In the first quarter of 2010, the contracts to which these receivables relate were completed and the associated revenues were fully realised. The allowance for impairment covers specific risks relating to unpaid receivables and other receivables not considered recoverable. Provisions made during the various periods adjust the receivables to their estimated realisable value. 4.7 Other current assets Description March 31, 2010 December 31, 2009 Change

Other current assets 3,140 3,213 (73)

Total 3,140 3,213 (73) The following is a breakdown of other current assets at March 31, 2010: Description March 31, 2010 December 31, 2009 Change

Other receivables 246 1,011 (765)

Allowance for impaired – receivables from others (221) (221) -

Advances to suppliers 13 3 10

Travel and payroll advances to employees 5 - 5

Due from acquirers 1,752 1,197 555

Accrued income - - -

Prepayments 1,255 548 707

Tax receivables 19 659 (640)

Hedging derivatives 71 16 55

Total 3,140 3,213 (73) The item “Other receivables” includes Euro 216 thousand in receivables for sums paid to the Parent’s tax representative in Greece and fully impaired. The reduction in other receivables stems principally from the fact that at December 31, 2009, this item included:

− Euro 462 thousand in receivables from credit notes received from suppliers but not collected at December 31, 2009, which were almost entirely collected in January 2010;

− Euro 257 thousand in receivables from a director who expressed a wish to exercise stock options, but

who had not paid the corresponding sum at December 31, 2009. The corresponding payable to this individual had been recognised under other payables, including the related withholding tax. Full payment was made in January 2010.

The allowance for impairment – receivables from others relates to the loan to the Greek tax representative, which is deemed unrecoverable. The item “Due from acquirers” reflects customer payments already collected by Italian and foreign acquirers but not yet paid over to the Group at March 31, 2010. The “Prepayments” item mainly comprises costs relating to future years recognised financially in the first quarter of 2010. It mainly includes software licence fees, insurance costs and rental costs. Tax receivables, which are fully recoverable by the end of the following year, mainly comprise tax receivables relating to the Japanese subsidiary (consumption tax).

YOOX GROUP


4.8 Cash and cash equivalents and current financial assets The breakdown of the item Cash and cash equivalents at March 31, 2010 is as follows: Description March 31, 2010 December 31, 2009 Change

Bank and postal accounts 10,416 34,997 (24,581)

Cash and cash equivalents on hand 9 10 (1)

Total cash 10,425 35,007 (24,582) The following is a breakdown of current financial assets at March 31, 2010: Description March 31, 2010 December 31, 2009 Change

Banca Pop. di Novara securities account 12,505 - 12,505

Banca Nazionale del Lavoro securities account 7,500 - 7,500

Banca Pop. Emilia Romagna securities account 2,500 - 2,500

Fair value adjustment of current financial assets 20 - 20

Total current financial assets 22,525 - 22,525 Cash and cash equivalents totalled Euro 10,425 thousand as of March 31, 2010, and are made up of cash, negotiable instruments and demand deposits or short-term deposits with banks, which are actually available and readily usable. Current financial assets totalled Euro 22,525 thousand and include investments in low-risk, short-term monetary instruments (maturity within 12 months), such as repo agreements, time deposit and cash funds arranged with leading national and international lending institutions with high credit standing. Investment in these financial assets is the principal reason for the reduction in cash between December 31, 2009 and March 31, 2010. As reported in the paragraph entitled “Basis of preparation” in the section “Form and content”, the financial assets held by the Group at March 31, 2010 that are classified as “held for sale”, i.e. assets held with the aim of achieving a profit in the short term, are measured at fair value at the end of every reporting period. Any gains or losses resulting from a change in fair value are posted to the income statement. 4.9 Equity attributable to owners of the Parent The breakdown of changes in equity at March 31, 2010 is presented in a separate table. The share capital, which stood at Euro 510 thousand at March 31, 2010 (Euro 504 thousand at December 31, 2009), increased during the first quarter of 2010 as a result of the resolution by the Board of Directors on January 18, 2010, which granted 564,200 ordinary shares to certain beneficiaries of 10,850 options deriving from certain stock option plans, amounting to a total increase of Euro 6 thousand. The reserves are composed as follows:

- share premium reserve, which stood at Euro 54,522 thousand at March 31, 2010 (Euro 54,127 thousand at December 31, 2009), increased during the first quarter of 2010 as a result of the resolution by the Board of Directors on January 18, 2010, which granted 564,200 ordinary shares to certain beneficiaries of 10,850 options deriving from certain stock option plans, amounting to a total increase of Euro 529 thousand. The increase in the share premium reserve was recognised net of Euro 134 thousand in deferred tax assets accrued in 2009 and since released pursuant to IAS 32, and totalled Euro 395 thousand net of prepaid taxes.

- legal reserve, which totalled Euro 193 thousand at March 31, 2010 (Euro 193 thousand at December

31, 2009), consists of accruals of 5% of Parent profits every year. This reserve did not increase in the first quarter of 2010 since it had reached the limit imposed by Article 2430 of the Italian Civil Code at December 31, 2009.

YOOX GROUP


- translation reserve, which had a positive balance of Euro 115 thousand at March 31, 2010 (compared with a negative balance of Euro 27 thousand at December 31, 2009), reflects exchange rate differences arising from the translation of financial statements denominated in foreign currency. In the first quarter of 2010, this reserve increased by Euro 142 thousand.

- reserve for future increases in share capital and share premium reserve, which amounted to Euro 107

thousand at March 31, 2010 (Euro 417 thousand at December 31, 2009), includes payables to individuals who had paid to exercise stock options at March 31, 2010, but to whom the Company had not made the corresponding ordinary shares available by period-end.

- other reserves totalled Euro 4,510 thousand at March 31, 2010 (Euro 4,229 thousand at December 31,

2009). Other reserves include the fair value reserve for stock options, which totalled Euro 4,510 thousand at December 31, 2010 (Euro 4,229 thousand at December 31, 2009). The hedging reserve showed a balance of zero at both March 31, 2010 and December 31, 2009.

- retained earnings (losses carried forward) amount to a loss carried forward of Euro 5,364 thousand at

March 31, 2010 (Euro 9,462 thousand at December 31, 2009), down by Euro 4,098 thousand due to the allocation of profit for 2009.

4.10 Stock option plans and company incentive plans Granting of stock options Following approval of the share-split at the Extraordinary Shareholders’ Meeting of the Parent on September 8, 2009, beneficiaries of stock option plans exercising their options will be entitled to 52 ordinary shares of the Company for every option exercised. With reference to the stock option plans and company incentive plans approved in previous years, involving a total of 16,914,664 shares reserved for employees, collaborators, consultants and directors of the Company and its subsidiaries, the following table gives a breakdown of allocations by the Board of Directors at March 31, 2010:

Stock option plans Granted (a) Expired (b) Exercised (c)

Total granted,not expired or not exercised

(d = a-b-c)

Granted, not vested

Granted, vested, not exercisable

Granted, vested and exercisable

2001 – 2003 80,575 31,560 32,924 16,091 11,341 250 4,500

2003 – 2005 36,760 3,000 10,747 23,013 23,013 - -

2004 – 2006 32,319 12,650 4,938 14,731 13,731 1,000 -

2006 – 2008 31,303 200 2,400 28,703 14,703 14,000 -

2007 – 2012 102,600 3,050 772 98,778 81,546 17,232 -

2009 – 2014 46,167 - - 46,167 46,167 - -

Total 329,724 50,460 51,781 227,483 190,501 32,482 4,500

At March 31, 2010, 40,018 options may be granted under the above plans. On March 11, 2010 the Board of Directors of the Parent approved the regulation for the 2009-2014 Stock Option Plan and granted 46,167 options valid for the subscription of 2,400,684 shares at a subscription price per share of Euro 5.34, which is calculated by taking the weighted average of the prices recorded by the shares on the Mercato Telematico Azionario (MTA), the Italian screen-based trading system organised and managed by Borsa Italiana S.p.A., during the 30 (thirty) trading days prior to the Grant Date. Share capital increases to service stock option plans and company incentive plans At a meeting on January 31, 2005, the Board of Directors took full advantage of the powers conferred by the Extraordinary Shareholders’ Meeting of March 22, 2000 and subsequent amendments, pursuant to Article 2443 of the Italian Civil Code, increasing the share capital to service the stock option plan via the issue of up to

YOOX GROUP


1,116,076 shares with an implicit unit price of Euro 0.01, a premium of Euro 0.2960 on each new share and standard dividend rights. Pursuant to Article 2439, paragraph 2 of the Italian Civil Code, the deadline for subscription was set at January 31, 2015, with the provision that if the share capital increase is not fully subscribed by this date, the share capital shall be deemed to have been increased by an amount equal to the subscriptions received. At the same meeting on January 31, 2005, the Board of Directors also took full advantage of the powers conferred by the Extraordinary Shareholders’ Meeting of July 31, 2000 and subsequent amendments, pursuant to Article 2443 of the Italian Civil Code, increasing the share capital to service the stock option plan via the issue of up to 1,483,924 new shares with an implicit unit price of Euro 0.01, a premium of Euro 0.8839 on each new share and standard dividend rights. Pursuant to Article 2439, paragraph 2 of the Italian Civil Code, the deadline for subscription was set at January 31, 2015, with the provision that if the capital increase is not fully subscribed by this date, the share capital shall be deemed to have been increased by an amount equal to the subscriptions received. At a meeting on July 12, 2007, the Board of Directors took full advantage of the powers conferred by the Extraordinary Shareholders’ Meeting of July 18, 2002 and subsequently amended by resolution of the Extraordinary Shareholders’ Meeting of December 2, 2005, pursuant to Article 2443 of the Italian Civil Code, increasing the share capital to service the stock option plan via the issue of up to 1,755,520 new shares with an implicit unit price of Euro 0.01, a premium of Euro 0.8839 on each new share and standard dividend rights, reserved for the Company’s employees and directors. Pursuant to Article 2439, paragraph 2 of the Italian Civil Code, the deadline for subscription was set at July 31, 2017, with the provision that, if the capital increase is not fully subscribed by this date, the share capital shall be deemed to have been increased by an amount equal to the subscriptions received. At a meeting on December 1, 2008, the Board of Directors took full advantage of the powers conferred by the Extraordinary Shareholders’ Meeting of December 10, 2003 and subsequently amended by resolution of the Extraordinary Shareholders’ Meeting of December 2, 2005, pursuant to Article 2443 of the Italian Civil Code, increasing the share capital to service the stock option plan via the issue of up to 1,022,788 new shares with an implicit unit price of Euro 0.01, a premium of Euro 0.8839 on each new share and standard dividend rights, reserved for the Company’s employees and directors. Pursuant to Article 2439, paragraph 2 of the Italian Civil Code, the deadline for subscription was set at December 1, 2018, with the provision that, if the capital increase is not fully subscribed by this date, the share capital shall be deemed to have been increased by an amount equal to the subscriptions received. At a meeting on September 3, 2009, the Board of Directors took full advantage of the powers conferred by the Extraordinary Shareholders’ Meeting of December 2, 2005 and subsequently amended by resolution of the Extraordinary Shareholders’ Meeting of July 12, 2007, pursuant to Article 2443 of the Italian Civil Code, increasing the share capital to service the stock option plan via the issue of up to 1,627,756 new shares with an implicit unit price of Euro 0.01, a premium of Euro 1.1279 on each new share and the same dividend rights as the other shares outstanding at the time of their subscription. Pursuant to Article 2439, paragraph 2 of the Italian Civil Code, the deadline for subscription was set at September 3, 2019, with the provision that, if the capital increase is not fully subscribed by this date, the share capital shall be deemed to have been increased by an amount equal to the subscriptions received. At the same meeting of September 3, 2009, the Board of Directors also took partial advantage of the power conferred by the Extraordinary Shareholders’ Meeting of May 16, 2007, pursuant to Article 2443 of the Italian Civil Code, increasing the share capital – excluding voting rights pursuant to Article 2441, paragraphs 5 and 8 of the Italian Civil Code – to service the stock option plan via the issue of 5,176,600 new ordinary shares with the same characteristics as those outstanding and an implicit unit price of Euro 0.01. The price of the shares is calculated as Euro 1.1379 for each of 4,784,000 new shares, and as Euro 2.0481 for each of 392,600 new shares. Pursuant to Article 2439, paragraph 2 of the Italian Civil Code, the deadline for subscription was set at September 3, 2019, with the provision that, if the capital increase is not fully subscribed by this date, the share capital shall be deemed to have been increased by an amount equal to the subscriptions received. The Extraordinary Shareholders’ Meeting of September 8, 2009 resolved on a share capital increase through payment in cash in one or more tranches, subject to the commencement of trading in Company shares on the STAR segment of the Mercato Telematico Azionario, organised and managed by Borsa Italiana S.p.A., excluding option rights pursuant to Article 2441, paragraphs 5 and 8 of the Italian Civil Code, this being the capital increase to service the incentive plan approved during at the Ordinary Shareholders’ Meeting for directors, employees and consultants of the Company. The increase will take place via the issue of a total maximum number of 4,732,000 new ordinary shares (after implementation of the share split as resolved at the

YOOX GROUP


same meeting), for a total nominal amount of Euro 47,320. This amount is to be allocated to the share capital, with the unit price being set at Euro 0.01. The newly issued shares will have the same dividend rights as those of the other outstanding shares at the time they are subscribed. The issue prices of the shares will be calculated using the weighted average market price of shares of the Company in the 30 trading days before the options are granted, without prejudice to any minimum prices established by law or the unit price as determined above. If it is not fully subscribed by the deadline of December 31, 2014, the capital increase will proceed according to the subscriptions received by that date. Institution of the stock option plans and Company incentive plans and subsequent changes With regard to stock option plans involving a total of 17,162,652 shares reserved for the employees, collaborators, consultants and directors of the Company and its subsidiaries, the following options were approved as of March 31, 2010: − 21,463 options, corresponding to 1,116,076 shares, by the Extraordinary Shareholders’ Meeting of March

22, 2000, with subsequent amendments by the Extraordinary Shareholders’ Meetings of October 25, 2000, February 26, 2002 and May 7, 2003 (2001-2003 plan);

− 28,537 options, corresponding to 1,483,924 shares, by the Extraordinary Shareholders’ Meeting of July 31, 2000, with subsequent amendments by the Extraordinary Shareholders’ Meetings of October 25, 2000, February 26, 2002 and May 7, 2003 (2001-2003 plan);

− 33,760 options, corresponding to 1,755,520 shares, by the Extraordinary Shareholders’ Meeting of July 18, 2002, with subsequent amendment by the Extraordinary Shareholders’ Meeting of December 2, 2005 (2003-2005 plan);

− 19,669 options, corresponding to 1,022,788 shares, by the Extraordinary Shareholders’ Meeting of December 10, 2003, with subsequent amendment by the Extraordinary Shareholders’ Meeting of December 2, 2005 (2004-2006 plan);

− 31,303 options, corresponding to 1,627,756 shares, by the Extraordinary Shareholders’ Meeting of December 2, 2005 (2006-2008 plan);

− 104,319 options, corresponding to 5,424,588 shares, by the Extraordinary Shareholders’ Meeting of May 16, 2007 (2007-2012 plan);

− 4,732,000 shares, of which up to 85,000 options (2009-2014 plan) are valid for subscription for 4,420,000 shares and up to 312,000 shares may be granted (2009-2014 incentive plan), by the Extraordinary Shareholders’ Meeting of September 8, 2009.

4.11 Non-current financial payables – bank loans and other borrowings At March 31, 2010, financial payables to banks and other financial institutions totalled Euro 1,016 thousand, largely unchanged compared with December 31, 2009, and consist of Euro 463 thousand to Simest (Società Italiana per le Imprese all’Estero) and Euro 553 thousand to BNP Paribas Lease Group for finance leases. Description March 31, 2010 Dec. 31, 2009 Change

Non-current financial payables 664 693 (29)

Bank loans and other borrowings 352 313 39

Total 1,016 1,006 10

YOOX GROUP


Net financial position The table below gives a breakdown of net financial position at March 31, 2010. Description March 31, 2010 Dec. 31, 2009 Change

Cash and cash equivalents 10,425 35,007 (24,582)Current financial assets 22,525 - 22,525Other current financial assets 71 16 55Bank loans and other borrowings (352) (313) (39)Other current financial liabilities (23) (20) (3)Net short-term financial position 32,647 34,690 (2,043)Non-current financial payables (664) (693) 29

Net financial position(1) 31,984 33,997 (2,014)(1) As defined in CONSOB communication DEM/6064293 of July 28, 2006 in accordance with CESR recommendations of February 10, 2005. The Group’s net financial position changed from Euro 33,997 thousand at December 31, 2009, to Euro 31,984 thousand at March 31, 2010. The cash flow used in operations was strongly influenced during the quarter by the payment of trade payables (Euro 3,440 thousand) and tax liabilities (Euro 3,645 thousand) connected to the stock market listing and to the exercise of stock options, which existed at December 31, 2009, while operating performance, net of these payments, continues to generate cash. Investment activities, meanwhile, used up Euro 1,226 thousand in financial resources, principally for investments in technology. 4.12 Employee benefits This item refers exclusively to the post-employment benefits recorded by the Parent in accordance with current legislation. Changes in defined benefit plans for employees in the first quarter of 2010 are summarised below: Description Dec. 31, 2009 Provisions Utilisation March 31, 2010

Employee benefits 219 8 (13) 214 4.13 Deferred tax liabilities Deferred tax liabilities rose by 34.9%, from Euro 43 thousand at December 31, 2009 to Euro 58 thousand at March 31, 2010. Deferred tax liabilities at March 31, 2010 were recognised in relation to: − unrealised foreign exchange gains at March 31, 2010; − IAS 17 effect (financial leases); − financial instruments at fair value; − employee benefits. Euro 26 thousand in deferred tax liabilities accrued in 2009 were also reversed.

YOOX GROUP


4.14 Provisions for current and non-current risks and charges This item reflects provisions for estimated current liabilities at March 31, 2010, the timing and extent of which cannot be determined. The following table shows the breakdown of the item and changes in the first quarter of 2010: Description Dec. 31, 2009 Increases Utilisation March 31, 2010

Provision for theft and loss 123 69 (73) 119

Provision for fines and taxation 18 - (15) 3

Provision for fraud 319 218 (115) 422

Other provisions for risks and charges 78 - - 78

Total provisions for current risks and charges 538 287 (203) 622

Provisions for disputes 37 - - 37

Other provisions for risks and charges 273 - - 273

Total provisions for non-current risks and charges 310 - - 310

Total provisions for risks and charges 848 287 (203) 932 During the first quarter of 2010, Euro 73 thousand from the provision for theft and loss was used, and it was therefore deemed appropriate to proceed with a further accrual of Euro 69 thousand, following a new estimate. Furthermore, the provision accrued in 2009 by YOOX Corporation for fines and taxation was almost entirely used following a notice by the Department of the Treasury – Internal Revenue Service dated April 5, 2010. During the first quarter of 2010, Euro 115 thousand was utilised from the provision for fraud, and it was therefore deemed appropriate to proceed with a further accrual of Euro 218 thousand, to cover against fraud committed via online sales paid for by credit card. This fraud coverage provision was calculated taking into account the historical incidence of the value of fraud in relation to the value of sales. The item for other provisions for non-current risks and charges includes provisions for risks in relation to probable liabilities, which are recognised pursuant to IAS 37. 4.15 Trade payables The following table shows a breakdown of trade payables at March 31, 2010: Description March 31, 2010 Dec. 31, 2009 Change

Due to suppliers 20,370 21,166 (796)

Credit notes to be received from suppliers (387) (1,166) 779

Invoices to be received from suppliers 7,199 7,218 (19)

Due to credit card operators 79 36 43

Total 27,261 27,254 7 During the first quarter of 2010, trade payables rose from Euro 27,254 thousand at December 31, 2009 to Euro 27,261 thousand at March 31, 2010. Trade payables are all payables relating to purchases of goods and services from the Group’s suppliers. Payables are recorded at their nominal value. Since all payables fall due within 12 months, none are subject to discounting. The Trade payables item includes all amounts due to suppliers, both for the supply of finished products and raw materials, and for the supply of services. 4.16 Tax payables Current tax payables relate exclusively to the current income tax liability of the Parent and its foreign subsidiaries.

YOOX GROUP


During the first quarter of 2010 they increased by 16.6%, or Euro 651 thousand, rising from Euro 3,913 thousand at December 31, 2009 to Euro 4,564 thousand at March 31, 2010. 4.17 Other payables The following table shows a breakdown of payables at March 31, 2010: Description March 31, 2010 Dec. 31, 2009 Change

Due to social security institutions 1,014 1,006 8

Credit notes to be issued to customers 3,281 4,459 (1,178)

Due to directors 269 210 59

Due to employees 2,332 1,477 855

Due to fiscal representatives 2,671 2,531 140

Other payables 3,054 5,824 (2,770)

Accrued expenses and deferred income 23 33 (10)

Total 12,644 15,540 (2,896) The item “Due to social security institutions” reflects contributions payable to social security institutions, mainly on the amounts recognised to employees at the end of the reporting period. The item “Due to tax representatives” reflects indirect tax liabilities. Sales carried out in European countries during the period under review exceeded the threshold set in Article 41.1.b) of Legislative Decree 331/93, which requires payment of VAT in the destination country for goods sold. In order to comply with this requirement, the Company has opened VAT accounts in these countries. Other payables include the credit notes to be issued to customers against certain payables for returns on sales made in the first quarter of 2010. It also includes credit notes issued to customers and not yet reimbursed at March 31, 2010. The substantial change in the item compared with December 31, 2009 is due mainly to payment in the first quarter of 2010 of liabilities for withholding tax on employees and collaborators deriving from the sale of shares by shareholders and the exercising of stock options by some beneficiaries as of December 31, 2009. 5. Disclosure of financial risks During the first quarter of 2010, the nature and structure of the risk exposure detailed below and the associated policies applied by the Group did not change substantially from the previous year. Market risk Market risk arises from the probability of changes in the fair value of the future cash flows deriving from a financial instrument due to fluctuations in market prices. In the consolidated financial statements and notes at March 31, 2010, market risks takes the form of currency risk and interest rate risk. Financial risk deriving from currency fluctuations The Euro is the functional currency of the Group and is used in the presentation of its financial information. The YOOX Group operates internationally, and the sale of goods in countries whose currency is not the Euro exposes the Group to currency risk, in terms of both transactions and translation. Group policy is to concentrate all currency risk within the Parent, YOOX S.p.A. Since the YOOX Group is essentially an exporter, the main risk exposure consists in depreciation of foreign currencies against the Euro. The Group is principally exposed towards the US dollar, the Japanese yen and the UK pound. Currency transaction risks were hedged in Q1 2010 by forward contracts arranged with the leading domestic and international banks used by YOOX on a daily basis. Outstanding contracts and those negotiated during the

YOOX GROUP


quarter are used only to hedge receivables denominated in US dollars, for the equivalent of Euro 2,594 thousand as of March 31, 2010, and in Japanese yen, for the equivalent of Euro 1,397 thousand. It was not considered necessary to hedge exposure to the UK pound, since the amount involved was not significant. No speculative derivative contracts were concluded in Q1 2010. Some Group companies are located in countries that are not part of the European Monetary Union, in particular the US and Japan. Since, as mentioned above, the Group’s functional currency is the Euro, the income statements of these companies are translated into Euro at the average exchange rate for the period. Holding revenue and profits constant in their local currencies, changes in the exchange rates concerned may have an effect on the Euro amount of their revenue, costs and financial results. The Euro value of assets and liabilities of consolidated companies whose accounting currency is not the Euro may vary depending on exchange rate movements. In accordance with IFRS, the effects of these changes are recognised directly in equity, under the item “Translation reserve”. Financial risk deriving from interest rate fluctuations Interest rate risk arises when a change in interest rates adversely affects performance for the year. The limited recourse made to external financing, totalling Euro 1,016 thousand at March 31, 2010, does not expose the Group to interest rate risk. Interest rate risk, in the form of higher financial expenses, could arise only if the Group is obliged to make further use of its stand-by facility, since the interest rate on this line of credit is linked to Euribor (Euro Interbank Offered Rate). Current financial assets total Euro 22,525 thousand and include investments in low-risk, short-term monetary instruments (maturity within 12 months) indexed to Euribor (Euro Interbank Offered Rate), such as repo agreements, time deposit and cash funds arranged with leading national and international lending institutions with high credit standing. Interest rate risk could cause lower financial income if the Group had to reinvest its cash at a market rate lower than the current rate upon maturity of these financial assets. Liquidity risk The Group aims to maintain appropriate levels of liquidity and available funds to sustain the growth of the business and ensure the timely fulfilment of its obligations. Particularly in the past, when there was a need for cash in order to develop the business, the Group preferred to adopt a flexible approach to financing that reflected the dynamic nature of its business, using both committed credit lines (where lenders cannot request repayment before a predetermined date) and revolving credit lines (where the Group has the option of repaying individual drawdowns, thus rebuilding its available cash). At March 31, 2010, the Group had a net cash position of Euro 31,984 thousand. However, the Group continues to maintain a number of credit lines, currently unused, which is also evidence of the good commercial relationships it has with its banks. Credit risk with financial counterparties The YOOX Group has obtained lines of credit from leading Italian and international banks of high standing. The balances on the current accounts held in the name of YOOX S.p.A. with banks not based in Italy are insignificant. The Group’s foreign companies have commercial relations with primary lending institutions in the countries in which they operate. Specifically, YOOX Japan makes use of Mitsubishi Bank in Japan, while the two US companies, YOOX Corporation and Y Services, principally use JP Morgan Chase Manhattan Bank. Credit risk with commercial counterparties Given the nature of the Group’s business, management of credit risk deriving from commercial operations is entrusted to the customer care department for online receivables generated by the individual Stores and to the finance department for all other receivables. Credit risk related to doubtful accounts subject to legal action or to overdue accounts is monitored centrally on a daily basis and reported each month.

YOOX GROUP

YOOX GROUP


Hedge accounting – cash flow hedging The Group performs prospective and retrospective tests of the effectiveness of the derivative financial instruments recorded, using the rules of hedge accounting. Effectiveness is ensured if the ratio of the change in the fair value of the hedging instrument to the change in the fair value of the hedged instrument falls within the range of 80%-125%. Fair value The Group uses established assessment techniques, widely used in the market, to calculate the fair value of financial instruments when there is no regulated market for them. These techniques determine the carrying amount that the instruments would have had at the reference date in an arm’s-length transaction between knowledgeable and independent parties. Financial assets and liabilities measured at amortised cost The following are measured on an amortised cost basis: trade receivables and payables, time deposits, loans and other assets and liabilities measured at amortised cost (such as other receivables and payables). Pursuant to IFRS 7, the fair value of these items is re-measured by calculating the present value of the contractually-expected flows of principal and interest, with reference to the yield curve for government securities at the measurement date. The carrying amount of trade payables and receivables represents a reasonable approximation of their fair value. Financial assets and liabilities measured at fair value Hedging financial instruments and financial instruments held for trading (those not designated as hedges, in accordance with IAS 39) are measured at fair value. 6. Information pursuant to IAS 24 on management remuneration and on related parties 6.1 Remuneration of senior managers and other key persons within the Group In addition to the executive and non-executive directors, the senior managers and other key persons with strategic responsibilities for the management, planning and control of the Group comprise the Director of Administration, Finance and Control, the Director of Human Resources, the interim Director of Human Resources, the Sales Director, the Marketing Director, the Director of Operations, the Technology Manager, the Director of Interactive Services, the Multi-Brand Sales Manager, the Mono-Brand Sales Manager, the Research Manager and the Customer Service Manager. The gross remuneration of the above persons for the periods under review, inclusive of all forms of remuneration (including gross pay, bonuses and fringe benefits) as well as bonuses accrued but not paid out that are subject to the achievement of long-term objectives are reported in the following table together with for the fees of the members of the Board of Statutory Auditors: March 31, 2010 Description Current benefits Long-term benefits Stock options Other remuneration

Directors 209 - 91 -

Statutory Auditors 18 - - -

Managers with strategic responsibilities 496 23 76 -

Total 723 23 167 -

YOOX GROUP


March 31, 2009 Description Current benefits Long-term benefits Stock options Other remuneration

Directors 150 - 39 -

Statutory Auditors 10 - - -

Managers with strategic responsibilities 413 19 48 -

Total 573 19 87 - Finally, no close family members of any of the natural persons indicated above are related parties of the Issuer and/or the companies of the Group, as defined in IAS 24. 6.2 Transactions with other related parties The following tables list the main financial and commercial relationships between the companies of the Group and related parties other than Group companies, at March 31,2010 and at March 31, 2009 excluding intra-Group relationships, which are described above. Commercial transactions with these entities are carried out under normal market conditions, and all transactions are carried out in the interests of the Group. March 31, 2010

Description Trade receivables Trade payables Revenue Costs

Sigma Gi S.p.A. - 324 9 417

Diesel S.p.A. 1,464 1,904 309 1,569

Diesel Rags S.r.l. - 529 - 801

55DSL S.r.l. – Unipersonale - 5 - 4

Staff International S.p.A. - 60 - 99

Diesel USA Inc. 507 1,269 27 792

Studio legale d’Urso Gatti e Associati - 84 - 84

Ferrante, PLLC LAW FIRM - 14 - 14

KK TPI - 7 - 10

Nagamine Accounting Office - 6 - 8

Total other related parties 1,971 4,202 345 3,798 March 31, 2009

Description Trade receivables Trade payables Revenue Costs

Sigma Gi S.p.A. - 444 - 565

Studio legale D’Urso Gatti e Associati - 51 - 48

Ferrante, PLLC LAW FIRM - 6 - 16

KK TPI - 3 - 9

Nagamine Accounting Office - 5 - 7

Total other related parties - 509 - 645 The above entities are regarded as related parties of the Group for the following reasons:

− Sigma Gi S.p.A. (formerly Sigma Gi Export Import S.r.l.), since the chairman of the Board of Directors of this company and the owners of the related share capital are shareholders of the Parent;

− Studio legale D’Urso Gatti e Associati, since a partner of that law firm is a director of the Parent; − Nagamine Accounting Office and KK TPI, since the owner of both these consultancy firms is a member

of the Board of Directors of a Group company (YOOX Japan);

YOOX GROUP


− Diesel S.p.A., Diesel Rags S.r.l., Diesel USA Inc., 55DSL S.r.l. – Unipersonale and Staff International S.p.A., being companies within the Diesel Group, a director of which, through Red Circle S.r.l. Unipersonale, is a shareholder of the Parent and has the power to appoint a director to the Parent’s board;

− Ferrante PLLC LAW FIRM, since a partner in that legal firm is a member of the Board of Directors of one of the Group’s companies (YOOX Corporation).

None of the transactions that took place with related parties in the first quarter of 2010 or in the first quarter of 2009 were significant (except as mentioned above), atypical and/or unusual. 7 Commitments Description March 31, 2010 Dec. 31, 2009 March 31, 2009 Dec. 31, 2008

Third-party assets held by the Company 38,278 36,658 26,441 24,874

At March 31, 2010, the warehouses of Group companies held goods worth Euro 38,278 thousand received on a consignment basis from YOOX’s trading partners. The amounts of third-party assets held by the company in directly comparable previous periods are also reported. 8 Non-recurring events and significant transactions The YOOX Group did not engage in significant non-recurring transactions during the first quarter of 2010. 9 Positions or changes resulting from atypical or unusual transactions There were no positions or changes resulting from atypical or unusual transactions during the first quarter of 2010, apart from those specified in section 4.11 of the notes to the consolidated financial statements. 10 Significant events after March 31, 2010 Approval and filing of separate financial statements at and for the year ended December 31, 2009 The Shareholders’ Meeting of April 21, 2010 convened at a second call approved the separate financial statements at and for the year ended December 31, 2009, resolving to carry forward YOOX S.p.A.’s entire net profit for the year. On April 22, the Company announced that the financial statements had been filed at the registered office and with Borsa Italiana S.p.A., and that they were also available in the Investor Relations section of the Company website (www.yooxgroup.com). Extension of appointment of KPMG S.p.A. The Shareholders’ Meeting of April 21, 2010 approved the proposal of the Board of Statutory Auditors to extend the appointment of KPMG S.p.A. as the Company’s independent auditors and redetermined the fees for the years ended December 31, 2009 to December 31, 2017. Director appointment On April 21, 2010, the Shareholders’ Meeting appointed Catherine Gérardin as a Director on the proposal of the shareholder Essegi S.r.l. (she was previously co-opted to the board on October 29, 2009). Resignation of Human Resources director and new appointment Francesca Gandolfi resigned as Director of Human Resources with effect from April 1, 2010. On 11 May 2010, the Board of Directors appointed Guiseppe Guillot as the new Director of Human Resources and Organisation. “YOOX.COM for iPad” application launched On April 3, 2010 the Group announced the launch of the “YOOX.COM for iPad” application, which is now available from the Apple Store. Like those for the iPhone and iPod, “YOOX.COM for iPad” is available in six languages and enables users to shop on yoox.com and receive their purchases in 67 countries around the world.


Exercise of stock options Pursuant to the resolution of the Board of Directors dated May 11, 2010, 119,600 new shares were subscribed with a nominal value of Euro 1,196.00 following the exercise of stock options by a beneficiary.

YOOX GROUP


The undersigned, Paolo Fietta, the director in charge of preparing the corporate accounting documents of YOOX S.p.A., hereby certifies in accordance with paragraph 2 of Article 154-bis of the TUF that the consolidated interim financial statements at March 31, 2010 of the YOOX Group correspond to the entries made in accounting documents, ledgers and records.

Zola Predosa (BO), May 11, 2010

Director in charge of preparing corporate accounting documents Paolo Fietta

CERTIFICATION PURSUANT TO ARTICLE 154-BIS C.2 OF LEGISLATIVE DECREE 58/1998

YOOX GROUP

YOOX GROUP

Documents

YOOX IQ 2010 ENG 02cdn3.yoox.biz/cloud/yooxgroup/uploads/doc/2014/YOOX_Group_IQ_2… · - moschino.com, the Online Store of the Moschino brand, operational since February 2009, mainly