Sem YOOX 11 ENG 04cdn3.yoox.biz/cloud/yooxgroup/uploads/doc/2014/yoox_group... · Management and...

YOOX GROUP

CONSOLIDATED INTERIM FINANCIAL STATEMENTS AT JUNE 30, 2011 | 1

CONSOLIDATED INTERIM FINANCIAL STATEMENTS AT JUNE 30, 2011

YOOX GROUP

YOOX GROUP


Management and control bodies ............................................................................................................................. 5 Director’s interim report ........................................................................................................................................... 7 Condensed consolidated interim financial statements at June 30, 2011 YOOX Group ........................................ 37 Certification of the condensed consolidated interim financial statements pursuant to article 81-ter of CONSOB Regulation no. 11971 of May 14, 1999, as amended ........................................................................... 95 Independent auditors’ report on the limited audit of the condensed consolidated interim financial statements ............................................................................................................................................................. 96

INDEX

YOOX GROUP

YOOX GROUP


Chairman and Chief Executive Officer Regular Auditors Federico Marchetti Filippo Tonolo – Chairman David Reali Luca Sifo Directors Alternate Auditors Raffaello Napoleone1 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 Gerardo Diamanti Pietro Tagliati

Francesco Guidotti Pietro Tagliati

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

INTERNAL CONTROL MANAGER

DIRECTOR IN CHARGE OF PREPARING CORPORATE

ACCOUNTING DOCUMENTS

SUPERVISORY BODY L.D. 231/01

INDEPENDENT AUDITORS

BOARD OF STATUTORY AUDITORS

BOARD OF DIRECTORS

MANAGEMENT AND CONTROL BODIES

YOOX GROUP

YOOX GROUP


DIRECTORS’ INTERIM REPORT

YOOX GROUP

YOOX GROUP


INTRODUCTION ................................................................................................................................................ 11 Multi-brand business line .................................................................................................................................. 12 Mono-brand business line ................................................................................................................................ 13

REVENUES AND PROFITABILITY ................................................................................................................... 15 Methodology note ............................................................................................................................................. 15 Accounting policies ........................................................................................................................................... 15 Reclassified consolidated income statement ................................................................................................... 16 Analysis of net revenues and operating profit by business line ....................................................................... 18 Consolidated net revenues by geographical area ............................................................................................ 19

MARKETING & COMMUNICATIONS ................................................................................................................ 20 INVESTMENTS .................................................................................................................................................. 22 FINANCIAL MANAGEMENT .............................................................................................................................. 22 Consolidated statement sheet and financial position ....................................................................................... 22 Debt/Consolidated net financial position .......................................................................................................... 23

INFORMATION FOR INVESTORS .................................................................................................................... 25 RISK FACTORS ................................................................................................................................................. 27 INFORMATION CONCERNING MEASURES TO PROTECT PRIVACY .......................................................... 28 PERSONAL DATA PROTECTION CODE .......................................................................................................... 28 TAX MATTERS................................................................................................................................................... 28 LEGAL MATTERS .............................................................................................................................................. 28 HUMAN RESOURCES ...................................................................................................................................... 29 THE ENVIRONMENT ........................................................................................................................................ 31 CORPORATE GOVERNANCE .......................................................................................................................... 32 SUBSEQUENT EVENTS ................................................................................................................................... 34 BUSINESS OUTLOOK ...................................................................................................................................... 35 ATTACHMENTS TO THE REPORT ON MANAGEMENT PERFORMANCE ................................................... 36

TABLE OF CONTENTS

YOOX GROUP

YOOX GROUP


Group revenues saw a sharp increase in the first half of 2011, both in the Multi-brand and Mono-brand business lines, in spite of the depreciation of the dollar, which in part influenced the growth of the North American market, which is now the Group’s second market. In line with the Group’s strategy, financial resources were mainly used for procurement and investments to deal with future growth. In the Mono-brand business line, three Online Stores were launched on June 30, 2011, y-3store.com, followed by the launch of the Online Store brunellocucinelli.com in the first quarter, both mainly active in Europe, the U.S. and Japan, and bikkembergs.com in June 2011, operating in Europe, taking the Group’s active Online Stores to 26 at June 30, 2011. As highlighted in ‘subsequent events’, the Dolce & Gabbana Online Store was launched on July 13, 2011 following a contract signed by Dolce & Gabbana Industria S.p.A. and YOOX S.p.A. on July 12, 2011. The contract is for five years until June 30, 2016. At the time of writing, dolcegabbanastore.com “Powered by YOOX Group” is mainly active in Europe, the U.S. and Japan, and in August 2011 it will expand into the Chinese market. The new Online Store armani.com “Powered by YOOX Group” will be launched in the second half of 2011, following an agreement signed by Giorgio Armani S.p.A. and YOOX S.p.A. on June 30, 2011. The agreement will be for five years until August 31, 2016. armani.com will be mainly active in Europe, the U.S., Japan and China, and will host the Giorgio Armani, Armani Collezioni, Armani Junior, EA7, Emporio Armani and Armani Jeans brands. During the third quarter of 2011, the Online Store moncler.com will be launched in Europe and the U.S. following a contract signed by Industries S.p.A. and YOOX S.p.A. in May 2011. Several partnerships were also extended beyond their original duration in the first few months of 2011. In March 2011, Valentino S.p.A. and YOOX S.p.A. renewed their collaboration agreement for the management of the valentino.com Online Store in Europe, the United States and Japan for a further 5 years, until February 28, 2016. In May, Marni International S.A., Marni S.r.l. and YOOX S.p.A. also renewed their collaboration agreement for the management of the marni.com Online Store in Europe, the United States, China and Japan for a further 5 years. Lastly, in February 2011, the diesel.com Online Store expanded its desktop and mobile (Keitai) lines into the Japanese market and the Marni Online Store and the Bally Online Store expanded into the Chinese market in March and May respectively, taking the number of Online Stores “Powered by YOOX Group” in this country to three, including emporioarmani.cn. The Jil Sander Navy line was activated within the jilsander.com Online Store in January, and the Just Cavalli line was activated within the robertocavalli.com Online Store in February. The first half of 2011 saw the launch of a number of partnerships and initiatives for the Multi-brand business line, which continues its sustained growth. This year, thecorner.com will be the internet retailer for the prestigious “CFDA/Vogue Fashion Fund (CVFF)” initiative promoted by the Council of Fashion Designers of America and by Vogue America, aimed at rewarding talented American designers. Further information on yoox.com and thecorner.com partnerships and special projects can be found in the “Marketing Communications” section. The Group plans to continue its present strategy of steady growth on a global scale with the objective of expanding internationally, both by strengthening the markets in which it operates and by seizing new opportunities to expand its geographical reach. The Group launched the Chinese market at the end of 2010 with the opening of the first Online Store for the Mono-brand business line. This was followed by another two stores in the first half of the year and there are further launches planned for the second half of the year, including the expansion of thecorner.com.cn. Penetration in the North American market continues, recording sustained rates of growth and partly affected by the depreciation of the dollar; the Japanese market is also continuing to grow in spite of the earthquake and the tsunami in March 2011, which did not affect the Group’s operating capacity. In April and May 2011, with the aim of supporting global growth and making their offering available to an increasing number of potential clients, the Group opened new geographic markets, taking the number of countries served to more than 100. In order to oversee the Asia-Pacific area countries with a more localised approach, a branch was set up in Hong Kong, 100% controlled by YOOX S.p.A. and with an office and local logistics centre. Later on, the logistics hub will be equipped with a digital production studio to provide photographic services and the cataloguing of locally

INTRODUCTION

DIRECTORS’ REPORT

YOOX GROUP


procured products. China and Japan, on the other hand, will continue to be served by their respective local logistics centres. The Group intends to continue on the path to growth in the coming years, supporting the global development of its Mono-brand partners, yoox.com and thecorner.com, and continuing to improve the service offered to its customers. With this in mind, YOOX has launched an important project relating to the automation of the central logistics platform, which will also involve an increase in operational efficiency levels and a consequent improvement in expected profitability in the future. The new automated techno-logistics platform, designed ad hoc for the specific requirements of the e-commerce fashion sector within the current Logistics Centre structure (Bologna), will be capable of supporting the Group’s forecast growth until 2016 thanks to the considerable increase in the capacity for moving and storing products, thereby avoiding onerous transfer costs. The unique nature of this project, which puts YOOX, once again, at the forefront of its sector, is that it combines the use of the most modern automation systems with RFid (Radio Frequency Identification) technology. The project has been developed within an eco-sustainable framework, in line with Group policies. All the containers used in the plant are made from recyclable material and are 100% recyclable. The technology used allows a considerable energy saving compared with the traditional process. As from January 2011, BSL Geodis, an SNCF Group company and one of the leading global suppliers of logistic services in Europe, became YOOX’s partner in the development of this project. Automation of the technical and logistical platform is due to be completed ahead of schedule, at the end of August 2011. In fact since June the first orders have already been processed through the new automated system. With the aim of consolidating the Group’s multi-channel strategy, the technology team will be focusing in the first half of 2011 on implementing new technical solutions for the development of web-applications for the Group’s online stores. The web-application for the corner.com was launched in April for iPhone and Android, the first Group application to incorporate a fast checkout system on the mobile channel. The web-application for several Mono-brand Online Stores was also launched in the months that followed and the new yoox.com native application for Android was launched on May 9, 2011. The mobile solution (Keitai) launched in February for diesel.com, highly localisation sensitive to the commercial issues of Diesel Japan, is also significant. Attention has also been focused on new rapidly growing channels such as tablets, specifically the iPad, guaranteeing full compatibility with all new Mono-brand Online Stores launched in the period, in addition to completing work to ensure the compatibility of the existing major stores. The presentation structure and navigation of thecorner.com has also been revised in order to optimise the benefits from the iPad platform. Release 9.5 of yoox.com was launched on June 10, 2011 as part of the campaign to celebrate the 11th birthday of yoox.com, further reinforcing the integration between yoox.com and social networks. New functions were introduced within MYOOX, the area dedicated to registered users, which allow users to share their favourite products and styles with their Facebook friends, in order to improve the purchasing experience and attract potential new customers. Multi-brand business line The Group’s Multi-brand activities are divided between the two Online Stores owned by the Company: (i) yoox.com, which to date generates the majority of revenues of the Multi-brand business line; (ii) thecorner.com, which was opened in the first half of 2008. The Group has based its own 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 offers a vast array of fashion and design products. 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 major designers, as well as vintage garments, special editions from fashionable designers and an original selection of design objects.

YOOX GROUP


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 offered men’s clothing only but was extended to include women’s clothing in September 2009. thecorner.com is a virtual space containing mini-stores dedicated to each brand, 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 half of 2011, the Multi-brand business line recorded a monthly average of about 4.9 million unique visitors4. 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, the 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 recognised as the service quality guarantee offered by YOOX. 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. In the first half of 2011, the Mono-brand business line recorded a monthly average of about 4.3 million unique visitors. At June 30, 2011, there were 26 operating Online Stores, three of them set up in 2006-2007, seven in 2008, six in 2009, seven in 2010 and three in the first half of 2011. Specifically: - marni.com, the Online Store of the Marni brand, operational since September 2006 mostly active in

Europe, the U.S. and Japan and operational in China since March 2011; - emporiorarmani.com, the Online Store of the Emporio Armani and Armani Jeans brand, operational in the U.S. since August 2007; its operations were expanded, mainly to major markets in Europe, in June 2008, and to Japan in July 2009 and China in November 2010; - diesel.com, the Online Store of Diesel and the Diesel Black Gold brand, operational mainly in Europe and the U.S. since November 2007 and in Japan since February 2011; - cpcompany.com, the Online Store of the CP Company brand, operational since February 2008 mostly in the main European markets, the U.S. and Japan; - stoneisland.com, the Online Store of the Stone Island brand, operational since March 2008 mostly in the main European markets, the U.S. and Japan; - valentino.com, the Online Store of the Valentino and Red Valentino brands, operational since April 2008 in the U.S. and as of 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 U.S.; - costumenational.com, the Online Store of the Costume National and ‘C’N’C’ Costume national brands, operational since September 2008, mainly in Europe, the U.S. and Japan; extended to the ‘C’N’C’ Costume National brand in September 2010;

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

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

YOOX GROUP


- energie.it, the Online Store of the Energie brand, operational since October 2008, mainly in Europe and the U.S.; - emiliopucci.com, the Online Store of the Emilio Pucci brand, operational since November 2008, mostly in the main European markets, the U.S. and Japan; - moschino.com, the Online Store of the Moschino, Love Moschino and MoschinoCheapAndChic brands, active since February 2009 mainly in Europe and the U.S.; - bally.com, the Online Store of the Bally brand, operational since February 2009, mainly in Europe and the U.S. and operational in China since May 2011; - dandgstore.com, the Online Store of the D&G brand, operational since June 2009, mainly in Europe, the U.S. and Japan; - dsquared2.com, the Online Store of the Dsquared2 brand, operational since September 2009, mainly in Europe, the U.S. and Japan; - jilsander.com, the Online Store of the Jil Sander and Jil Sander Navy brand, operational since September 2009 mainly in Europe, the U.S. and Japan; extended to the Jil Sander Navy brand in January 2011; - robertocavalli.com, the Online Store of the Roberto Cavalli and Just Cavalli brands, operational since November 2009 mainly in Europe, the U.S. and Japan; extended to the Just Cavalli brand in February 2011; - coccinelle.com, the Online Store of the Coccinelle brand, operational since February 2010, mainly in Europe, the U.S. and Japan; - giuseppezanottidesign.com, the Online Store of the Giuseppe Zanotti brand, operational since February 2010, mainly in Europe, the U.S. and Japan; - napapijri.com, the Online Store of the Napapijri brand, operational since March 2010, mainly in Europe and the U.S.; - albertaferretti.com, the Online Store of Alberta Ferretti and Philosophy by the Alberta Ferretti brand, active since March 2010 mainly in Europe, the U.S. and Japan; - zeishouse.com, the Online Store of Zeis Excelsa S.p.A for the sale of Merrell, Cult, Bikkembergs, Docksteps, Harley-Davidson Footwear, Samsonite Footwear, Sebago and Virtus Palestre footwear brands, operational since September 2010 in Europe; - maisonmartinmargiela.com, the Online Store of the Maison Martin Margiela brand, operational since October 2010, mainly in Europe, the U.S. and Japan; - zegna.com, the Online Store of the Ermenegildo Zegna and Zegna Sport brands, operational since December 2010 mainly in Europe, the U.S. and Japan; - y-3store.com, the Online Store of the Y3 brand, operational since March 2011, mainly in Europe, the U.S. and Japan; - brunellocucinelli.com, the Online Store of the Brunello Cucinelli brand, operational since March 2011, mainly in Europe, the U.S. and Japan; - bikkembergs.com, the Online Store of the Dirk Bikkembergs Sport Couture and Bikkembergs brands, operational since June 2011, mainly in Europe.

As highlighted in ‘subsequent events’, the dolcegabbanastore.com Online Store was also launched in July. At the time of writing, agreements have also been signed for the launch of the moncler.com Online Store and the new armani.com Online Store and an agreement has also been signed to extend the dolcegabbanastore.com Online Store to the Chinese market. In addition, negotiations are in progress with several other renowned fashion brands that plan to offer their collections on the internet.

YOOX GROUP


Methodology note This Directors’ Report contains information relating to the consolidated revenue, the profitability, the statement sheets and financial position of the YOOX Group as of June 30, 2011. Unless otherwise indicated, all amounts are expressed in thousands of Euro. The comparisons between this report and the Condensed Consolidated Interim Financial Statements have been made with regard to the corresponding period of the previous financial year and/or the information at December 31, 2010. For reasons of clarity, it should be pointed out that the percentage differences and variations for the different entries indicated have been calculated at their precise value. It should also be noted that possible differences that may be found in some tables are due to rounding off amounts expressed in thousands of Euro. The Parent Company YOOX S.p.A. is referred to by its full name or simply as the Company; the Group reporting directly to it appears as 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 with reference to geographical operating area. Therefore, for more accurate information on geographical areas, please refer to the information by business line and, in general, to information provided in the condensed consolidated interim financial statements for comments about the main events relating to subsidiaries. Accounting policies This Group interim financial report at June 30, 2011 has been drafted in compliance with the provisions of article 154-ter, paragraph 5 of Legislative Decree 58/98 – T.U.F. – and later amendments and additions, in compliance with article 2.2.3 of the Stock Exchange Regulations. The accounting standards, the consolidation standards and evaluation criteria used in preparing the interim financial report at June 30, 2011 for the Group are consistent with the standards used to draw up the consolidated financial statement at December 31, 2010; they are posted on the website www.yooxgroup.com under the “Investor Relations” section. The accounting policies used by the Group are consistent with those of the International Financial Reporting Standards (IFRS) endorsed by the European Union and the application of Legislative Decree 38/2005 and other CONSOB regulations governing financial statements. These financial statements were prepared on a cost basis (with the exception of derivative financial instruments, held-for-sale financial assets and available-for-sale financial instruments, which are stated at their current value) and on the assumption that the business is on-going. The income statements for the Group, presented in the following pages of the current Directors’ Interim Report, have been reclassified in a way deemed by management to be useful for reporting interim indicators of profitability such as gross profit, EBITDA Pre Corporate Costs, EBITDA, EBITDA without incentive plans 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.

REVENUES AND PROFITABILITY

YOOX GROUP


Reclassified consolidated income statement Reclassified consolidated income statement for the second quarter of 2011: Thousand Euro 2Q 2011 2Q 2010 Change

Consolidated net revenues 61,546 46,269 15,277 33.0%

Cost of goods sold (37,481) (27,853) (9,628) 34.6%Gross Profit5 24,064 18,416 5,649 30.7%

% of consolidated net revenues 39.1% 39.8%

Fulfilment costs (7,303) (5,045) (2,257) 44.7%

Sales and marketing costs (7,187) (5,845) (1,342) 23.0%EBITDA Pre Corporate Costs6 9,574 7,525 2,049 27.2%


General & administrative expenses (6,144) (4,648) (1,497) 32.2%

Other income and expenses 164 50 114 >100%EBITDA7 3,594 2,928 666 22.8%


Depreciation and amortisation (1,299) (834) (465) 55.7%

Non-recurring expenses - - - -

Operating profit 2,295 2,093 201 9.6%


Financial income (27) 8 428 (455) >100%

Financial expenses 129 (321) 333 >100%

Profit before tax 2,280 2,200 79 3.6%


Taxes (1,020) (839) (182) 21.7%

Consolidated net income for the period 1,259 1,362 (102) -7.5%


EBITDA excluding Incentive Plan Costs10 4,527 3,966 561 14.1%


An increase of 33.0% in consolidated net revenues was recorded in the second quarter of 2011 compared with the second quarter of the previous year, with the fluctuation in foreign exchange rates having a negative effect on sales denominated in foreign currency (+36.9% at constant rates). Profitability, measured in terms of EBITDA (gross operating margin) was Euro 3,594 thousand, recording growth of 22.8% compared with the second quarter of 2010. EBITDA excluding Incentive Plans stood at Euro 4,527 thousand, equal to profitability of 7.4%. The consolidated net income for the second quarter of 2011 is Euro 1,259 thousand, with profitability on consolidated net revenues of 2.0%. Compared with the second quarter of the previous year it is affected by increased amortisation, by the performance of financial management and by the Group’s increased tax burden.

5 Gross profit is profit before fulfilment costs, sales and marketing costs, 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, and accordingly, the resulting figures may not be comparable.

6 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 correspond to the sector operating result.

7 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, and accordingly, the resulting figure may not be comparable with those calculated by such groups.

8 Following the valuation of the balance sheet items in currencies other than Euro, the unrealised profit on foreign exchange decreased compared to the previous quarter.

9 Following the valuation of the balance sheet items in currencies other than Euro, the unrealised losses on foreign exchange decreased compared to the previous quarter.

10 The EBITDA excluding the Incentive Plans is defined as the EBITDA net of costs relating to the Stock Option Plans and Company Incentive Plans. For more details, refer to Annex 1 of this Report, which describes the impact of these costs on the reclassified consolidated income statement.

YOOX GROUP


Reclassified consolidated income statement for the first half 2011:

Thousand Euro Period to

June 30, 2011Period to

June 30, 2010 Change

Consolidated net revenues 131,237 96,554 34,683 35.9%

Cost of goods sold (82,161) (59,445) (22,715) 38.2%

Gross Profit 49,076 37,108 11,968 32.3%


Fulfilment costs (14,376) (10,003) (4,373) 43.7%

Sales and marketing costs (14,660) (11,409) (3,251) 28.5%

EBITDA Pre Corporate Costs 20,040 15,696 4,344 27.7%


General & administrative expenses (12,016) (8,623) (3,394) 39.4%

Other income and expenses (139) (240) 101 -42.0%

EBITDA 7,885 6,834 1,051 15.4%


Depreciation and amortisation (2,763) (1,526) (1,237) 81.1%

Non-recurring expenses - - - -

Operating profit 5,122 5,308 (186) -3.5%


Financial income 549 843 (293) -34.8%

Financial expenses (742) (539) (203) 37.6%

Profit before tax 4.930 5.612 (682) -12.2%


Taxes (2,014) (2,273) 259 -11.4%

Consolidated net income for the period 2,916 3,339 (423) -12.7%


EBITDA excluding Incentive Plan Costs 10,079 8,153 1,926 23.6%


Consolidated net revenue, after returned items and customer discounts, increased by 35.9% in the first half of 2011 compared to the first half of the previous year. Sales were negatively affected by the impact of fluctuations in foreign exchange values with respect to sales in US dollars, Japanese yen and British pounds. If average exchange rates for 2010 were applied to consolidated net revenue for the same period in 2011, the Group’s revenue growth would be 37.0%. With an increase in revenues of 35.9%, profitability, measured in terms of EBITDA (gross operating income), went from Euro 6,834 thousand in 2010 to Euro 7,885 thousand in 2011, equal to 6.0% of consolidated revenue. The Group’s profitability is affected by the increased notional charges relating to the Incentive Plans, equal to Euro 2,194 thousand, compared with Euro 1,319 thousand for the first half of 2010. After accounting for the effect of this, EBITDA excluding the Incentive Plans stands at Euro 10,079 thousand, equal to profitability of 7.7% of consolidated net revenues, compared with Euro 8,153 thousand at June 30, 2010. Note that in the half-year in question the Group’s profitability is affected by the start-up costs of operations in China. Consolidated net income was Euro 2,916 thousand, with profitability of 2.2% on the consolidated turnover. This result is affected by increased depreciation and amortisation costs relating to investments in innovation and in technological consolidation and the techno-logistics platform automation project, as well as by the opening of the new office in Milan, the expansion of the offices in Bologna and the start-up of activities in China. This result is also affected by increased financial costs from unfavourable exchange rate fluctuations.

YOOX GROUP


The table below provides several key indicators on the Group’s operations for the first half of 2010 and the first half of 2011.

June 30, 2011 June 30, 2010

Number of Monthly Unique Visitors11 (millions) 9.2 8.1

Number of orders (thousands) 961 717

AOV12 (Euro) 173 174

Number of Active Customers13 (thousands) 698 532

In the first half of 2011, the Group recorded a monthly average of 9.2 million Unique Visitors compared with 8.1 million in 2010. The Multi-brand visitors for the 2011 half-year tend to be in line with the first half of 2010, because the Group, as already partly seen during the course of 2010, is directing its initiatives into high conversion rate channels with a view to improving and selecting qualified traffic to generate sales. The number of orders went from 717 thousand for the first half of 2010lable to 961 thousand in 2011, equal to 1 order processed every 16 seconds14, with a growth of 34.0% and an average order value (AOV) equal to Euro 173 (excluding VAT). In the period, more than 99% of orders were dispatched within the scheduled delivery times requested by the customer. The number of active customers totalled 698 thousand, rising by 31.3% compared with 532 thousand at June 30, 2010. Analysis of net revenues and operating profit by business line Below is key operating information by business line with a breakdown of the Group’s net revenues and operating profit by business line for the first half of 2010 and the first half of 2011. Since the management information 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 further details on operating information by business line at June 30, 2011, with a reconciliation of entries with the Group’s income statement, see the Group’s condensed consolidated interim financial statements. Operating information by business line at June 30, 2011 is as follows:

Multi-brand Mono-brand Group total

Thousand Euro June 30, 2011 June 30, 2010 June 30, 2011 June 30, 2010 June 30, 2011 June 30, 2010

Consolidated net segment revenues 97,830 73,831 33,407 22,723 131,237 96,554

% of consolidated net Group revenues 74.5% 76.5% 25.5% 23.5% 100.0% 100.0%

% change 32.5% 47.0% 35.9%

Operating profit for segment 14,159 11,857 5,882 3,839 20,040 15,696

% of consolidated net segment revenues 14.5% 16.1% 17.6% 16.9% 15.3% 16.3%

% change 19.4% 53.2% 27.7%

In the first half of 2011, YOOX’s consolidated net revenues, net of returned items from sales and discounts given to customers, was equal to Euro 131,237 thousand, a growth of 35.9% over June 30, 2010 with a contribution from both business lines.

11 Source: SiteCatalyst for yoox.com and Google Analytics for thecorner.com and Online Stores. 12 Average Order Value or AOV indicates the average value of each purchase order, excluding VAT. 13 An Active Customer is defined as a customer who placed at least one order during the 12 preceding months. 14 Calculated by dividing the overall total relating to the first half of 2011 by the number of orders processed at Group level in the same period of time.

YOOX GROUP


Multi-brand business line The Multi-brand business line, which includes the activities on the online stores yoox.com and thecorner.com, recorded consolidated net revenues of Euro 97,830 thousand, an increase of 32.5% compared with June 30, 2010.5 This growth is attributable to both the outstanding performance of thecorner.com, which continues to record better results than forecast, and the sustained growth of yoox.com. It should be noted that the positive performance of yoox.com, which in the first quarter benefited from better product availability compared with the 2010-2011 Autumn/Winter season, continues in line with expectations in the second quarter of 2011. Overall, at June 30, 2011, the Multi-Brand business line accounted for 74.5% of the Group’s consolidated net revenues. The growth in revenues is reflected in the 19.4% increase in the sector operating profit, with a margin of 14.5%. Mono-brand business line The Mono-brand business line recorded consolidated net revenues of Euro 33,407 thousand, an increase of 47.0% compared with June 30, 2010. The growth is attributable to both the good performance of the 23 Online Stores already operational before the half-year in question, and the three new Online Stores launched in the period, y-3store.com, bunellocucinelli.com and bikkembergs.com, plus the Marni and Bally Online Stores in China and Diesel in Japan. Overall, at June 30, 2011, the Mono-Brand business line accounted for 25.5% of the Group’s consolidated net revenues and had 26 Online Stores. The sector operating profit increased by 53.2%, with a margin of 17.6%. The increase in revenues compared to the first half of 2010 is mainly due to the increased contribution of revenues from the setting-up and maintenance activities of the Online Stores. The sector operating profit, as shown for the EBITDA, suffered in 2011 from the greater impact of charges imputed to the Incentive Plans. Consolidated net revenues by geographical area Below is a breakdown of the Group’s consolidated net revenue by geographical area for the first half of 2010 and 2011. Thousand Euro June 30, 2011 June 30, 2010 Change

Italy 28,021 21.4% 23,278 24.1% 4,743 20.4%

Europe (excluding Italy) 64,926 49.5% 46,471 48.1% 18,455 39.7%

North America 25,325 19.3% 18,918 19.6% 6,407 33.9%

Japan 8,437 6.4% 6,095 6.3% 2,342 38.4%

Other countries 2,113 1.6% 658 0.7% 1,455 221.1%

Not country related 2,415 1.8% 1,134 1.2% 1,281 113.0%

Total YOOX Group 131,237 100.0% 96,554 100.0% 34,683 35.9%

All the key markets in which the Group operates reported strong performances compared with the first half of 2010, confirming a balanced growth in turnover in the various geographic areas, with ever-increasing international development. More specifically, the Italian market remained the leading country with a turnover of Euro 28,021 thousand, a growth of 20.4% compared with the previous year, and the rest of Europe posted growth of 39.7%. The main countries that contributed to the Group revenues in Europe in the first half of 2011 were France, Germany and the United Kingdom, all showing growth over the first half of 2010, and Russia, which is benefitting from the localisation strategy implemented during the third quarter of 2010. North America continues to record sustained growth equal to 33.9% compared with the first half of 2010, in spite of the negative impact of the exchange rate (having recorded an increase of 41.6% at constant exchange rates and accounting for 20.3% of the Group’s net revenues). Performance in Japan has also been positive, growing by 38.4% compared with the first half of 2010 (+31.2% at constant exchange rates) in spite of the impact which the earthquake and the tsunami had on the entire second quarter of 2011, unlike the first quarter where the effect was limited to the last days of the period.

YOOX GROUP


Other Countries also recorded sustained growth, equal to 221.1% compared with the first half of 2010. Lastly, the growth of the “Not country related” item (+113.0% compared with the first half of 2010) comprised the setting-up and maintenance activities for the Online Stores, media partnership projects in the Multi-brand business line, as well as web marketing and web design services in the Mono-brand business line, and other services offered by Yagency.

During the first half of 2011, marketing activity was developed in three main directions, acquiring new customers, increasing brand awareness and customer relationship management (CRM). In order to acquire new customers, activities were pursued in the major performance areas, in particular “Search Engine Marketing” activities (SEM, acquisition of sponsored links on the main search engines) and the management of the subsidiary networks and price comparison websites. Activities were also pursued for the purchase of online advertising space on websites devoted to fashion and online versions of the main daily papers, the negotiation and implementation of new marketing agreements and the development of new partnerships in general, activities which were directed, in the main, at increasing brand awareness. Online marketing activities were greatly developed and expanded in markets with good growth potential, especially Russia and Eastern Europe. In parallel, a process of revising and defining the Direct Marketing and CRM strategy was launched, aimed at increasing the retention rate of customers acquired and guaranteeing greater medium/long-term profitability for acquisition investments. These activities were carried out primarily for the Group’s Multi-brand stores (yoox.com and thecorner.com), in addition to the constant commitment to agency activities carried out for the Mono-brand stores. In the first half of 2011, the Group designed and promoted web campaigns that allowed the Multi-brand business line to reach about 40 thousand sites in more than 50 countries. Around 90 million newsletters, translated into the languages managed by the Group, were sent to subscribed users for the Multi-brand line. In the management of the 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), but also in the field of affiliation marketing and Display Advertising campaigns. Special efforts were devoted to the development of online marketing activities in China for the partners of currently active Mono-brand business lines. At the same time, the organisation increased the number of media partnership projects on yoox.com, which consist of the creation of product areas, customised by fashion brand, design, beauty and lifestyle, promoted through the YOOX Group communication channels (yoox.com, thenewyooxer.com, newsletters, shopping sections in partner magazines and social network channels). In the first half of 2011, around 12 media partnership projects were set up with the same number of Italian and international brands. The Press Office followed the promotion of special projects on yoox.com and thecorner.com and also participated in PR activity for the Online Stores, in close collaboration with the Press Offices of the respective brands. With regard to yoox.com, key partnerships and initiatives in the first half of 2011 are as follows: - in February, yoox.com exclusively presented the “Waris loves you” collection by the designer Waris

Ahluwalia and an event to promote the project took place in New York, attended by a large number of celebrities and journalists; - in February, EDUN LIVE collaborated with YOOXGEN to produce a limited edition t-shirt designed by MORCHEEBA and the renewal of the partnership with Estethica, a British Fashion Council show dedicated to ethical fashion and the sale of the new 2011 Spring/Summer collections featuring the work of the most important eco-sustainable designers: Lost of Property of London, Henrietta Ludgate, Goodone, MAXJENNY, Nina Dolcetti, Sonya Kashmiri and From Somewhere; - in February, yoox.com collaborated with the famous British designer Vivienne Westwood, introducing three bags exclusively for the launch of the Westwood Ethical Fashion Africa Project, which are available in the YOOXYGEN section;

MARKETING AND COMMUNICATIONS

YOOX GROUP


- yoox.com promoted a selection of rare vintage and contemporary pieces directly from the archives of the designer Kenneth Jay Lane, on sale exclusively, a project which was launched in March at an event in New York; - to support the section dedicated to design, in April yoox.com gave the design press an online exclusive preview for the Milan design week of some of the new products launched at the show; - in April, to support the Red Cross committed to helping the people who suffered in the Japanese earthquake, yoox.com collaborated with eight international fashion brands (Ann Demeulemeester, Antonio Marras, Dsquared2, Kitsuné, Maison Martin Margiela, Marni, Moschino and Y-3) launching a special t-shirt collection on sale exclusively at yoox.com; - on April 22, for World Earth Day, yoox.com introduced several new initiatives as part of the YOOXGEN project including the FROM SOMEWHERE with SPEEDO eco clothing capsule collection, online exclusively at yoox.com, produced using materials and fabrics leftover from the “Speedo LZR Racer” costume; - in the PETS section of yoox.com, dedicated to our four-legged friends, the Moschino PETS collection was launched exclusively in May in conjunction with Moschino, with the profits going to the National Disaster Search Dog Foundation supporting relief activities for the earthquake in Japan; - in May a press conference was held in New York during design week to launch the exclusive MULTIBONG product designed by Cappellini for yoox.com; - following the success of the first online collaboration at yoox.com in February, Vivienne Westwood launched a new collection of bags and accessories in June for Autumn/Winter, for both men and women, on sale exclusively at yoox.com. The project was followed by an important event in Florence in the setting of the Corsini Garden as part of Pitti Uomo 80, involving the photographer Jurgen Teller and a large number of celebrities, socialites and journalists; - in June yoox.com, took a further step into the world of m-commerce, launching its application dedicated to the Android world.

thecorner.com also launched a number of new collaborative efforts and special projects in the first half of the year, including: - in January and June 2011, thecorner.com worked with Pitti Immagine as a web media and retail partner,

presenting exclusive online content related to the main events of the show, video and interviews; - thecorner.com has clinched several partnerships with international Vogue: on February 23, 2011, Vogue Italia and thecorner.com presented “The Vogue Talents Corner” at Palazzo Morando (Milan), an innovative scouting project with the aim of promoting the creativity of the emerging talents on the international fashion stage through e-commerce. A showcase event was created, featuring fourteen young designers chosen by Vogue Italia, Vogue US, Vogue China, Vogue Paris and Vogue UK. The clothing and accessories of the 2011 Spring/Summer collection, designed by talented young people, can be purchased at thecorner.com in an area devoted to the project. This year, thecorner.com will also be the internet retailer for the prestigious “CFDA/Vogue Fashion Fund (CVFF)” initiative, promoted by the Council of Fashion Designers of America and Vogue America, aimed at rewarding talented American designers; - the launch of the new mini-stores of Dries Van Noten, Want Les Essentiels de la Vie, and Piombo took place between January and March; - the corner.com conducted exclusive “Unconventional Conversation” interviews hosted by Maria Luisa Poumaillou between February and March with Rick Owens, Haider Ackermann and Pierre Hardy; - the exclusive capsule collections of Damir Doma, Acne and Kitsuné were launched between February and March; - February saw the launch of the new Ferragamo’s Creations mini-store with a selection of exclusive online footwear and an interview with Ferruccio Ferragamo; - in February, the corner.com launched the new women’s collections of the designers of the London Show Rooms project, under the auspices of the British Fashion Council; - in April, the corner.com launched the men’s Styling Around The World project created by Fantastic Man and in May a new episode of the project dedicated to women created by Zoo Magazine was launched; - in April and May the angle by Valeria Golino and Agyness Deyn was launched; - in April, the corner.com gave online boutique customers a free exclusive limited edition t-shirt created by Jun Takahashi.

In close cooperation with the Press Offices of the respective brands, the Group took part in public relations activities for the Online Stores launched in the first half of 2011, as well as the extension to new markets for Online Stores already operating.

YOOX GROUP


The Group’s editorial coverage in the first half of 2011 included important magazines in the industry with titles such as Harper’s Bazaar (USA), Vogue (China), FT – How to Spend it (UK), L’Uomo Vogue (Italy) and The Times Magazine (UK).

The Group made investments totalling Euro 13,294 thousand in the first half of 2011, comprising Euro 4,207 thousand in intangible assets and Euro 9,086 thousand in property, plant and equipment. Increases in intangible assets were mainly for investments in multi-year development projects valued at Euro 3,684 thousand. These investments were made by YOOX S.p.A. for specific projects aimed at the on-going development of innovative solutions for the creation and management of Online Stores. Other investments in intangible assets refer mainly to software, licences and other Group intangible activities. Investments in intangible assets are mainly linked to investments in the highly automated techno-logistical platform, a project in which the Group has been investing since the fourth quarter of 2010. There have also been investments in technological infrastructures as well as the renewal/completion of the Zola Predosa premises and the new offices in Milan.

Consolidated statement sheet and financial position The tables below contain the figures taken from the Group’s reclassified consolidated statement of financial position at June 30, 2011 and the Group’s consolidated statement of cash flows for the same period. Reclassified consolidated statement of financial position at June 30, 2011:

Thousand Euro Balance at June

30, 2011Balance at

December 31, 2010 % Change

Net Working capital 15 38,177 24,781 54.1%

Non Current Assets 31,778 21,487 47.9%

Non Current Liabilities (excluding financial liabilities) (310) (397) -21.9%

Net invested capital 16 69,644 45,871 51.8%

Shareholders’ Equity 73,788 68,697 7.4%

Debt/(Net Financial Position) 17 (4,143) (22,826) -81.8%

Total Sources of Financing 69,644 45,871 51.8%

15 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 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, and accordingly, the balance obtained by the Company may not be comparable with those calculated by such groups.

16 Net invested capital is the sum of working capital, non-current assets and non-current liabilities, net of non-current medium/long-term 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, and accordingly, the balance obtained by the Company may not be comparable with those calculated by such groups.

17 Net financial 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 medium/long-term financial liabilities. Net financial 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, and accordingly, the balance obtained by the Company may not be comparable with those calculated by such groups. For details of the items that make up net financial debt (or net financial position), see the table below in the section “Debt/Net financial position”.

FINANCIAL MANAGEMENT

INVESTMENTS

YOOX GROUP


Reclassified consolidated statement of cash flows at June 30, 2011:

Thousand Euro June 30, 2011 June 30, 2010 % Change

Cash flow generated by (absorbed) operating activities (6,674) (4,806) 38.9%

Cash flow generated by (absorbed) investing activities (12,070) (3,670) >100%

Sub-Total (18,743) (8,476) >100%

Cash flow generated by (absorbed) financing activities 6,623 (14,577) >100%

Total cash flow for the period (12,120) (23,052) -47.4%

The net capital invested by the Group went from Euro 45,871 thousand at December 31, 2010 to Euro 69,644 thousand at June 30, 2011, an increase of 51.8%. The Group’s growth policies led to an increase in net working capital and non current assets that are reflected in the net financial position (equal to Euro 4,143 thousand at the end of the period). The cash flow absorbed by operating activities (Euro 6,674 thousand) is mainly linked to the increase in warehouse inventories (equal to Euro 10,215 thousand) necessary to sustain expected sales growth in the Multi-brand business line18. Financial resources, in line with Company forecasts, have been absorbed by investment activities to the tune of Euro 12,070 thousand, used mainly for investments in technology and investments linked to the new highly automated techno-logistics platform in the course of being implemented. Debt/Consolidated net financial position The table below gives details of the YOOX Group’s net financial position at June 30, 2011.

Thousand Euro Balance at

June 30, 2011Balance at

December 31, 2010 % Change

Cash and cash equivalents 12,067 24,188 -50.1%

Other current financial assets 122 5,111 -97.6%

Bank loans and other current financial liabilities (1,807) (5,600) -67.7%

Other current financial liabilities (126) (26) >100%

Short-term net financial position 10,257 23,672 -56.7%

Medium-long term financial liabilities (6,114) (846) >100%

Consolidated net financial position 4,143 22,826 -81.8%

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, capable of supporting future development plans. Cash and cash equivalents totalled Euro 12,067 thousand at June 30, 2011, 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, equal to Euro 122 thousand, are mainly made up of the fair value of forward exchange rate contracts to hedge foreign exchange risk. At June 30, 2011, financial liabilities amounted to Euro 7,920 thousand and are mainly made up of the partial utilisation of Euro 5,125 of the medium to long-term credit line entered into with Banca Nazionale del Lavoro to finance investment in the techno-logistical platform. The remaining financial liabilities relate to financial leasing agreements with BNP Paribas Lease Group for a total of Euro 1,447 thousand (of which Euro 613 thousand is short-term) to finance investments in technology, to a short-term Hot Money credit line of Euro 1,039 thousand and to the residual concessional loan provided by Simest (Società Italiana per le Imprese all’Estero), of Euro 309 thousand (of which Euro 154 thousand is short-term).

18 At June 30, 2011, 81.3% of the carrying amount of goods inventories (2011 Spring/Summer and 2011-2012 Autumn/Winter), including the impairment

allowance, consists of goods already for sale and goods purchased for sale in subsequent months (2012 Spring/Summer collection).

YOOX GROUP


Information on Significant non-EU Companies YOOX S.p.A. has taken note of the revision of CONSOB Regulations concerning markets, which was adopted in Resolution No. 16191 of October 29, 2007 and subsequent revisions concerning the listing of non-European parties. In this regard, since YOOX S.p.A. directly or indirectly controls five significant companies established and governed by laws of countries not belonging to the European Union (“Significant Non-EU Companies”), it has planned and taken the measures necessary to ensure full compliance with these regulations. In particular, it should be noted that: - all Significant Non-EU Companies have already drawn up an accounting statement for the purposes of

preparing the consolidated financial statement and the condensed interim consolidated financial statement; the balance sheet and income statement of these companies are available to shareholders of YOOX S.p.A. at the times and in the manner set forth in the applicable regulations; - YOOX S.p.A. has obtained the bylaws and determined the composition and powers of the corporate bodies of the Significant Non-EU Companies;

- Significant Non-EU Companies provide the Parent’s auditors with all the information necessary to audit the annual and interim financial statements of the Parent; in addition, these companies have an administrative and accounting system capable of regularly providing the management and auditors of the YOOX Group with the commercial, balance sheet and financial data necessary for the preparation of the consolidated financial statement and the condensed interim financial statement.

In order to fulfil its regulatory obligations, the supervisory body of YOOX S.p.A. has verified that the administrative and accounting system is capable of regularly providing the management and auditors of YOOX S.p.A. with the commercial, balance sheet and financial data necessary for the preparation of the consolidated financial statement and the condensed interim financial statement, and has verified the effectiveness of the flow of information through meetings both with the auditors and the managers. Other information The Parent Company owns treasury shares, intended to create a supply of shares necessary for servicing the 2009-2014 Incentive Plan for employees of the Parent Company and the subsidiaries. The subsidiaries do not hold YOOX S.p.A. shares. The Parent does not have a holding company. Relations between Group companies can be summarised as follows: - supply by the Parent of products to subsidiaries earmarked for sales on the U.S., Japanese and Asia-

Pacific area websites; - maintenance and support services and services to update subsidiaries’ sites provided by the Parent; - administrative, financial and legal services provided by the Parent to subsidiaries; - customer services provided by the Parent in support of the customer services localised at the subsidiaries; - consulting and support services in the area of fashion, marketing, advertising and professional training provided by the Parent to subsidiaries.

Relations among Group companies or by them with related parties cannot be defined as either atypical or unusual, as they come under the normal course of the Group’s business and take place under normal market conditions and in the interest of the Group itself. In general, there were no atypical or unusual transactions. For greater detail, refer to the Summary Interim consolidated financial statement at June 30, 2011. These transactions were carried out at normal market conditions, i.e., on the same terms which would apply between two independent parties. All receivables, payables and related costs and revenues incurred between Group companies are reported in detail in the Condensed Consolidated Interim Financial Statement at June 30, 2011. For trade transactions between Group companies and parties included among shareholders and/or directors, refer to the Condensed Consolidated Interim Financial Statement at June 30, 2011. For the economic and financial impacts of Group transactions with related parties, refer to the Condensed Consolidated Interim Financial Statement at June 30, 2011.

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. From September 20, 2010, YOOX stock has been part of the FTSE Italia Mid-Cap Index, comprising the leading 60 shares by capitalisation and liquidity, outside the FTSE MIB Index. At June 30, 2011, the last day of trading of the first half of the year, the YOOX stock closed at Euro 12.7, corresponding to a market capitalisation of Euro 670.3 million. Between the time of the listing and June 30, 2011, the YOOX share price grew by 195.3% over the flotation price, while in the six months to June 30, 2011, the stock grew by 32.0% over its closing price at December 30, 2010 (the last day of trading in 2010). Performance of YOOX stock in the first half of 2011

1/1/11

10/1/11

19/1/11

28/1/11

4/2/11

15/2/11

24/2/11

4/3/11

14/3/11

23/3/11

1/4/11

8/4/11

19/4/11

28/4/11

6/5/11

16/5/11

25/5/11

3/6/11

10/6/11

21/6/11

30/6/11

€7.60

€7.80

€8.00

€8.20

€8.40

€8.60

€8.80

€9.00

€9.20

€9.40

€9.60

€9.80

€10.00

€10.20

€10.40

€10.60

€10.80

€11.00

€11.20

€11.40

€11.60

€11.80

€12.00

€12.20

€12.40

€12.60

€12.80

€13.00

€13.20

€13.40

0

200

400

600

800

1,000

1,200

1,400

1,600

1,800

2,000

2,200

2,400

2,600

2,800

3,000

Price YOOX S.p.A. Volume (Thousands) Source: Factset The performance of the YOOX stock during the reference period was around 29.4% higher than the FTSE Italy STAR Index which recorded a gain of 2.6%.

INFORMATION FOR INVESTORS

YOOX GROUP


Performance of YOOX stock and FTSE Italy STAR Index in the first half of 2011

01/01/11

10/01/11

19/01/11

28/01/11

04/02/11

15/02/11

24/02/11

04/03/11

14/03/11

23/03/11

01/04/11

08/04/11

19/04/11

28/04/11

06/05/11

16/05/11

25/05/11

03/06/11

10/06/11

21/06/11

30/06/11

80

90

100

110

120

130

140

2.6%

32.0%

Yoox S.p.A. Italy FTSE STAR Source: Factset The table below summarises key stock and stock exchange data for the first half of 2011.

Stock and stock exchange data June 30, 2011

Closing price at June 30, 2011 (Euro) 12.700

Maximum closing price in the first half of 2011 (Euro) – May 31, 2011 13.320

Minimum closing price in the first half of 2011 (Euro) – March 16, 2011 8.150

Market capitalisation at June 30, 2011 (Euro million) 670.260

Source: Borsa Italiana Stock analyst coverage Stock analyst coverage at August 1, 2011, in addition to the global distributors of the Sales and Subscription offering, Goldman Sachs International and Mediobanca, includes Equita, Intermonte, Gruppo24Ore, Bank of America Merrill Lynch, Centrobanca, Berenberg, Deutsche Bank, Citigroup, Whitman Howard, Cheuvreux and Singer Capital Markets, of which the latter set up coverage in July 2011, to make a total of 13 financial analysts. Shareholder structure At June 30, 2011, the share capital totalled Euro 527,763.60, corresponding to a total of 52,776,360 shares with no nominal value pursuant to article 2346 of the Italian Civil Code.

YOOX GROUP


At June 30, 2011, shareholders owning more than 2% of ordinary shares, as specified by CONSOB regulations, were as follows:

Shareholders June 30, 2011

Balderton Capital LLP 11.123%

Red Circle S.r.l. 6.864%

Federated Equity Management Company of Pennsylvania 5.790%

JP Morgan Asset Management Limited 4.675%

Federico Marchetti 4.570%

Baillie Gifford & Co. 3.652%

Wasatch Advisors Inc. 2.909%

Aviva Investors Global Services Limited 2.442%

Pictet Funds S.A. 2.409%

Capital Research and Management Company 2.132%

Source: Shareholder Register at June 30, 2011 Investor Relations The Group places a particular emphasis on developing its relationships with analysts, shareholders and institutional investors. During the first half of the year the Group’s activities were divided between participating in major conferences and organising numerous road shows in some of the main financial centres in Europe and the United States. Financial communication since the listing has taken place according to the rules on price-sensitive press releases laid down by Borsa Italiana, in keeping with the Group’s wish to provide timely, transparent information to support its relations with the financial community.

The main risk factors that could have a negative impact on the operations of the Group and the Parent include the following: - the complexity associated with managing the international growth and expansion process; - the difficulty in finding, training and retaining professionals with the skills necessary for the Group’s

development; - the difficulties associated with maintaining the Group’s market position, especially with regard to the risk that Online Store management contracts may not be renewed in a sector characterised by a high degree of change (especially in the area of technological development); - the complexity associated with stock sizing with regard to the Multi-brand business line; this is connected with the accurate projection of the quantity and range of products to be marketed; - risks relating to Legislative Decree 231/01.

In accordance with the requirements of IFRS 7, the Condensed Consolidated Interim Financial Statements at June 30, 2011 include an analysis of the nature and extent of risks associated with financial instruments to which the Group is exposed, as well as the methodologies used to manage such risks. Below is a summary of such financial risks; please see the notes for further information: - market risk in the form of financial risk related to exchange rate fluctuations and financial risk related to

interest rate fluctuations; - liquidity risk; - credit risk with financial counterparties; - credit risk with trade counterparties.

RISK FACTORS

YOOX GROUP


The Group and companies included in consolidation have taken all necessary precautions to ensure the proper monitoring and mitigation of the operational and financial risks noted above.

In 2011, privacy-related/data security activities focused on the following issues: - activation of the Security Training Programme in application development teams; - appointment to the staff of an Information Security Manager, with a technical/organisational role; - activation of a first phase of security hardending activities in the context of the development of mono-

brand solutions from the perspective of managing “myaccount” and “fast-checkout”.

The requirements set out in 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.

The Group has sustained a lower tax burden in absolute terms compared with the situation at June 30, 2010. Current taxes have decreased from Euro 2,748 thousand to Euro 2,102 thousand. The Parent’s IRAP tax burden increased by 11% (IRAP at June 30, 2011 was equal to Euro 511 thousand compared with Euro 461 thousand at June 30, 2010). IRES taxes for the Parent Company amounted to Euro 839 thousand. Taxes for Group overseas companies for the period to June 30, 2011 amounted to approximately Euro 752 thousand. The Group also recognised deferred tax assets totalling Euro 4,689 thousand and deferred tax liabilities of Euro 60 thousand. Deferred tax assets of Euro 4,613 thousand and deferred tax liabilities of Euro 72 thousand that were recognised in 2010 were also reversed. It should also be pointed out that the amount in the income statement does not include the Euro 269 thousand of deferred taxes for the share premium reserve, in compliance with the provisions of IAS 32. The reversed deferred tax assets include deferred tax assets directly against the share premium reserve of Euro 537 thousand provided for in the financial year 2010.

In the first half of 2011 the Group signed, among other things: - four important e-commerce contracts for the setting-up and management of virtual stores for the sale of

fashion clothing and accessories, two of which are already operational at the date of the document; - an extension contract for a new market for an Online Store already in operation; - two extensions of the duration of Online Stores already in operation; - an important e-commerce renewal contract with a Strategic Partner, including the extension of the term and extension of new lines in relation to the Online Store already in operation; - a line integration contract for an Online Store which is already in operation.

As highlighted in the important events after the end of the period, another important e-commerce contract was also signed.

LEGAL MATTERS

TAX MATTERS

PERSONAL DATA PROTECTION CODE

INFORMATION CONCERNING MEASURES TO PROTECT PRIVACY

YOOX GROUP


There are changes at June 30, 2011 compared with December 31, 2010 in litigation defence activities, whilst there are no changes in litigation prosecution activities. The litigation defence activities pending at June 30, 2011 relate to (i) an employment lawsuit brought against YOOX by a former manager which is pending before the Court of Bologna; (ii) a lawsuit brought against YOOX by a Monaco company for alleged violations in the area of unfair competition (currently pending before the Court of Paris); (iii) a lawsuit brought against YOOX and one of its Strategic Partners by a French company for alleged violations in the area of unfair competition (currently pending before the Court of Paris); (iv) a lawsuit brought against YOOX by a French company for alleged violations in the area of unfair competition (currently pending before the Court of Paris). At June 30, 2011, the Company was a plaintiff in the following pending matters: (i) a civil lawsuit 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) two 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 defaulting counterparties.

The YOOX Group recognises the critical importance of Human Resources, convinced that the main success factor in any business is the professional contribution of the persons working there, in a framework of mutual trust and loyalty. It is aware that meeting corporate growth and business development goals depends on the enhancement of human capital, the development of the capabilities and skills of individual employees and the retention of key employees. Values Ethical principles, enthusiasm for one’s work and the pursuit of excellence are considered fundamental values in the working environment. Induction Days for new employees include an introductory module, “YOOX’S 8 VALUES”, on the importance of corporate values. The YOOXYGEN project, launched in 2009 and renewed year on year, and the guidelines it provides, is understood to have a well-established corporate value. Personnel At June 30, 2011 the Group employed 439 staff, an increase of 31% compared with June 30, 2010. The table below shows a breakdown of the headcount as of June 30, 2011 compared with that of June 30, 201019. Number June 30, 2011 June 30, 2010 Change

Managers 22 16 6

Junior managers 33 29 4

Employees and trainees 342 269 73

Abroad 42 20 22

Total staff 439 334 105

Around 90% of employees are located in the three Italian offices, and the remaining 10% are located in offices abroad. The working environment is dynamic, young and competitive with an average age of only 31 at June 30, 2011. Compared with December 31, 2010, the total staff of the Group grew in the first half of 2011 by 67, equal to an 18% increase.

19 The Chief Executive Officer of the S.p.A., interns and collaborators are not included under personnel.

HUMAN RESOURCES

YOOX GROUP


On April 6, 2011, an agreement was signed to renew the Collective National Labour Contract for the commercial sector which expired on December 31, 2010. Gender equality and working environment The management of labour relations at the YOOX Group is aimed at guaranteeing equal opportunities and encouraging the professional development of its entire staff, whilst respecting the rights of all workers. All the Group’s policies encourage a sense of belonging and reward professionalism, integrity and willingness to take responsibility, in keeping with the principles of liberty, human dignity and respect for diversity. It rejects any form of discrimination based on age, gender, sexual orientation, race, language, personal and social conditions, religious or political beliefs. At June 30, 2011 the Group’s workforce confirmed the high percentage of women (56%) and their representation in managerial positions, in line with the strategy of valuing talent. The company also values the inclination towards an international workforce with cultural diversity. Assessment and development of capital During the first half of the year the performance evaluation of around 230 people was conducted, with managers and co-workers discussing the evaluation of skills for 2010, the results of the MBO 2010 and the notification of the new objectives for 2011, relating to both qualitative indicators (skills) and quantitative indicators (MBO). The performance evaluation system is linked to company skills (managerial and technical), as well as behaviour and KPIs associated with employees according to the role or organisational unit. The evaluation is linked to achieving objectives that are agreed annually with managers and to expected skill levels for the role and it has a fundamental value in the improvement process for individual and corporate performance and in the professional development of YOOX personnel. Recruitment and Selection and Training Recruitment and selection activities continue to be of vital importance for the company, to ensure the levels of growth, with the Recruiting & Talent Management team strongly committed not only to searching for ideal candidates, but also to the effective use of company resources. Special attention was paid in the overseas branches to the creation and recruitment of new posts with a Human Resources Manager being appointed in the Shanghai branch and one in New York to deal more effectively with the specific requirements of the local market. Collaboration with the major Italian universities and institutes of higher education also continued in the first half of 2011. Numerous lectures have been given at the most important universities, including the partnership with one of the most important Italian business schools, MIP, involving students in work projects within the company. The most important initiative on this front has been the second edition of the Masters in E-fashion conceived by the Group in conjunction with the Marangoni Institute of Milan, which has been committed to the training of professionals in the world of fashion and design for 75 years. This new edition, which will conclude in 2011, is designed to prepare people who are hard to find in the job market, with high-level skills and specialist knowledge of e-commerce, with an in-depth focus on fashion and special attention to marketing and branding, as well as all the topics relating to online communication and digital creativity special projects. This Master’s course also distinguishes itself by its “in the field” approach, thanks to numerous classroom-based teaching sessions and lectures by experts and personalities from the world of fashion and the YOOX Group. The most deserving students have been awarded bursaries by the Group and by several fashion brands who are partners in the course. At the end of the course they have also had the opportunity of taking up an internship in the company. Training has always played an important role in the Group, which in recent years has offered many talented young people opportunities to develop innovative professional skills. During the first half of 2011, the company created various training opportunities, even gaining access to public financing. Management training initiatives have included the creation of Human Resources Management and Motivation courses. As far as technical/operational training is concerned, in-house Digital Production, Privacy & Data Security, Health and Safety in the Workplace, and Organisational Model and Control courses have been held, pursuant to Legislative Decree 231/01. Language training is focused on Italian courses for foreigners. There are also ad hoc plans, in partnership with the University of Pisa, for courses for employees in Data Mining, Descriptive Statistics and Data Analysis. Special attention has also been devoted to the development and

YOOX GROUP


provision of modules for Induction Days, to welcome new employees, which is becoming increasingly important given the large number of entrants. Health and safety The Group considers the health and safety in the workplace to be of fundamental importance, in compliance with existing legislation. To ensure this, Group management, as well as having a Code of Ethics, continued in 2011 with the on-going improvement of the Health and Safety in the Workplace management system:

- adapted to the risks in the plants, with awareness and continuous updating being guaranteed by the correct management of the “Risk assessment document” in compliance with the legislation in force;

- aimed at the continuous improvement of services related to health and safety through the continuous updating of both technological and management elements;

- intended to create a corporate culture about hygiene and safety. Non-competition agreement Some managers and several other key company resources connected with the unique nature of the Company’s business have signed a non-competition agreement. Organisational structure During the past six months, the organisational structure was analysed and reviewed in order better to support the development of the business lines. All organisational changes are notified promptly and clearly, in compliance with the provisions of the “Information flows of the Supervisory Body and its reporting” from the Model of Organisation, Management and Control pursuant to Legislative Decree 231/01.

The environment is an important asset which YOOX is committed to protecting. Its activities are planned with a view to striking a balance between business operations and essential environmental requirements. In doing so the Group continues to believe in and devote itself to the YOOXYGEN strategy of environmental responsibility launched in 2009. On the occasion of Earth Day on April 22, 2011, YOOXYGEN celebrated its second birthday, presenting many new items online: a wide selection of eco-friendly products and limited edition collections exclusive to YOOXYGEN created by different designers. Through YOOXYGEN the Group continues to support Green Cross International promoting in particular the “Smart Water for Green Schools” project, which aims to institute systems for rainwater collection, ecological rehabilitation equipment and environmental awareness in schools located in cross-border water basins. During 2011, YOOX continues to pursue its commitments to the environment, namely: - managing its activities in such a way as to minimise its environmental impact; - taking environmental risks into consideration when making corporate decisions; - improving internal eco-efficiency; - raising employees’ awareness in order to strengthen the culture of sustainability; - promoting the development and dissemination of eco-friendly projects and products; - raising customers’ awareness regarding the choice of eco-friendly products.

THE ENVIRONMENT

YOOX GROUP


The YOOX S.p.A. Parent Company’s model of corporate governance is detailed in the Report on Corporate Governance and Ownership Arrangements in the Annual Report of December 31, 2010 available on the Company website www.yooxgroup.com, under the “Investor Relations” section and the Company website www.yooxgroup.com, under the “Corporate Governance” section which should be referred to. The significant corporate governance events which have taken place at the time of writing are listed below. Granting of shares following the exercise of stock options On January 17, February 28, February 14, March 14, April 14, and May 13, 2011, 104,000, 508,716, 104,000, 138,632, 63,856 and 93,600 YOOX S.p.A. ordinary shares, respectively, were granted following the exercise of options relating to the Stock Option Plan, at the strike prices described in the table below: Stock Option Plans Grant date Strike price (in Euro) Total Options Total Shares

after share split 106.50 15.91 59.17

2007 - 2012 January 17, 2011 2,000 2,000 104,000

2001 - 2003 January 28, 2011 4,750 250 5,000 260,000

2003 - 2005 January 28, 2011 500 500 26,000

2006 - 2008 January 28, 2011 4,283 4,283 222,716

Sub total 5,250 250 4,283 9,783 508,716

2007 - 2012 February 14, 2011 2,000 2,000 104,000

2007 - 2012 March 14, 2011 2,666 2,666 138,632

2007 - 2012 April 14, 2011 1,228 1,228 63,856

2007 - 2012 May 13, 2011 1,800 1,800 93,600

Total 7,050 250 12,177 19,477 1,012,804

Given the above, prior to June 30, 2011, the share capital issued by YOOX S.p.A. was Euro 527,763.60, divided into 52,776,360 ordinary shares with no indication of par value. As stated in the important events after the end of the period, on July 14, 2011, 195,780 YOOX S.p.A. ordinary shares were granted, following the exercise of options relating to the Stock Option Plan at the strike prices listed in the table below: Stock Option Plans Grant date Strike price (in Euro) Total Options Total Shares


2001 - 2003 July 14, 2011 1,250 1,250 65,000

2006 - 2008 July 14, 2011 2,315 2,315 120,380

2007 - 2012 July 14, 2011 200 200 10,400

Total 1,450 - 2,315 3,765 195,780

Given the above, the new share capital issued by YOOX S.p.A. at the time of writing is Euro 529,721.40, divided into 52,972,140 ordinary shares with no indication of par value. Stock option granting relating to the YOOX S.p.A. Company Incentive Stock Option Plan 2009-2014 On February 1, 2011, the condition precedent related to the granting, to one beneficiary, of 963 options valid for the subscription of 50,076 YOOX ordinary shares, relating to the YOOX S.p.A. 2009-2014 Stock Option Plan, occurred. On February 9, 2011, the Company’s Board of Directors resolved to grant 1,926 options valid for the subscription of 100,152 YOOX ordinary shares to one beneficiary.

CORPORATE GOVERNANCE

YOOX GROUP


On May 9, 2011, the Company’s Board of Directors resolved to grant 4,338 options valid for the subscription of 225,576 YOOX ordinary shares in favour of five beneficiaries. Also on May 9, 2011, the Board of Directors, within the scope of the YOOX S.p.A. 2009-2014 Company Incentive Plan, approved the granting of 53,721 YOOX ordinary shares, free of charge, to 35 employees, 3,481 of which subsequently lapsed. Resolution for purchase of treasury shares On May 5, 2011, the Shareholders’ Meeting adopted the resolution to purchase and dispose of treasury shares, in compliance with articles 2357 and 2357-ter of the Italian Civil Code and article 132 of Legislative Decree 58/1998 and related updates. For more details, refer to the Press Release issued on that date which is available on the Company website www.yooxgroup.com, under the section “Investor Relations”. At the time of writing the Company holds 62,000 treasury shares in its portfolio equal to 0.12% of the share capital. Board of Directors: director appointment On May 5, 2011, the Shareholders’ Meeting appointed Raffaello Napoleone as Director, on the proposal of the partner Essegi S.r.l. (he was previously co-opted to the board on July 1, 2010). Approval of the consolidated financial statements at December 31, 2010 The Ordinary Shareholders’ Meeting of May 5, 2011, convened after a second call, approved the financial statements for the year ending December 31, 2010, resolving to carry forward YOOX S.p.A.’s entire net profit for the year. Modifications to the Company bylaws At the Extraordinary Shareholders’ Meeting on May 5, 2011, several changes to the Company bylaws were approved, to comply with Legislative Decree 27/2010 (shareholders’ rights) and Legislative Decree146/2009 (public offers to purchase or to exchange). The main changes approved give the Board of Directors the right to: (i) convene an Ordinary and Extraordinary Shareholders’ Meeting in one sitting; (ii) convene the Shareholders’ Meeting to approve the Financial Statements within 180 days of the end of the financial year; (iii) designate, for each Shareholders’ Meeting, a representative for the Shareholders giving it notice of each announcement convening the meeting. The Board of Directors were also granted the right recognised by article 104, paragraph 1-ter of Legislative Decree 58/1998. For more details, refer to the Press Release issued on that date which is available on the Company website www.yooxgroup.com, under the section “Investor Relations”. Compensation Committee The Committee met on February 1, March 9, and May 9, 2011 and voted in favour of the following proposals: - proposal to exercise options of the 2007-2012 Stock Option Plan; - proposal to award a bonus to the Chief Executive Officer for 2011; - proposal to award extraordinary remuneration to the Chairman/Chief Executive Officer; - proposal for remuneration for 2011 for managers with strategic responsibility; - proposal to grant stock options (2009-2014 Stock Option Plan); - proposal to grant bonuses to employees under the 2009-2014 Incentive Plan.

YOOX GROUP


Internal Control Committee The Committee met on March 4, and May 4, 2011. Approval and implementation of the 2011 Internal Audit Plan In line with the activities carried out in the 2009 and 2010 financial years and as a continuation thereof, with special reference to the subject of compliance pursuant to Legislative Decree 231/01 and Law 262/05, the Internal Control Manager drafted the 2011 Internal Audit Plan which was presented and approved on March 3, 2011 by the Director responsible for supervising the internal control function and on March 4, 2011 it was adopted by the Internal Control Committee and the Manager himself is carrying out the activities in the plan, according to its deadlines and methods. The continuity of the activities already carried out, those being carried out and those that will be necessary in the future, and which will be promptly agreed, demonstrate, in a concrete manner, the suitability, effectiveness and efficiency of YOOX S.p.A.’s Internal Control System.

Contract and launch of the dolcegabbanastore.com Online Store The Dolce & Gabbana Online Store was launched on July 13, 2011 following a contract signed by Dolce & Gabbana Industria S.p.A. and YOOX S.p.A. on July 12, 2011. The contract is for five years until June 30, 2016. At the time of writing, dolcegabbanastore.com “Powered by YOOX Group” is mainly active in Europe, the U.S. and Japan, and in August 2011 it will expand into the Chinese market. Granting of shares following the exercise of stock options On July 14, 2011, 195,780 YOOX S.p.A. ordinary shares were granted following the exercise of options relating to the Stock Option Plans and at the strike prices described in the table below: Stock Option Plans Grant date Strike price (in Euro) Total Options Total Shares


2001 - 2003 July 14, 2011 1,250 1,250 65,000

2006 - 2008 July 14, 2011 2,315 2,315 120,380

2007 - 2012 July 14, 2011 200 200 10,400

Total 1,450 - 2,315 3,765 195,780

Given the above, the new share capital issued by YOOX S.p.A. at the time of writing is Euro 529,721.40, divided into 52,972,140 ordinary shares with no indication of par value.

SUBSEQUENT EVENTS

YOOX GROUP


On the basis of the positive performance of the online retail and luxury goods market and the Group results for the first half-year, it is reasonable to assume that the Group will be able to reconfirm a growth in net revenue and profitability in the second half of 2011. Both the Multi-brand and the Mono-brand business lines are expected to contribute to the growth, thanks to the new launches that have already taken place in the first months of 2011 and those which are planned for the rest of the year. The global techno-logistics platform automation project is due to be completed in August, ahead of schedule, and will be capable of supporting the Group’s future growth and will bring about an increase in operational efficiency levels with a consequent increase in future profits from as early as this year. In line with expectations, the Group is therefore reconfirming its investment policy, linked both to the techno-logistics automation project and to innovation and the consolidation of the Group’s multi-channel technology. Internal initiatives aimed at improving efficiency and carefully managing costs will also continue.

Zola Predosa (BO), August 4, 2011 For the Board of Directors

Chairman of the Board of Directors Federico Marchetti

(signed on the original)

BUSINESS OUTLOOK

YOOX GROUP


Annex 1: Incentive plans and impact on the reclassified consolidated income statement Impact of Incentive Plans in the second quarter of 2011:

Thousand Euro Q2-2011 % Total Q2-2010 % Total

Fulfilment costs (7,303) (5,045)

of which Incentive Plans (54) 5.8% (15) 1.5%

Sales and marketing costs (7,187) (5,845)


General & administrative expenses (6,144) (4,648)


Incentive Plans total (933) 100.0% (1,039) 100.0%

Impact of Incentive Plans in the first half of 2011:

Thousand Euro June 30, 2011 % Total June 30, 2010 % Total

Fulfilment costs (14,376) (10,003)


Sales and marketing costs (14,660) (11,409)


General & administrative expenses (12,016) (8,623)

of which Incentive Plans (1,431) 65.2% (944) 71.6%

Incentive Plans total (2,194) 100.0% (1,319) 100.0%

ATTACHMENTS TO THE REPORT ON MANAGEMENT PERFORMANCE

YOOX GROUP


CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS AT JUNE 30, 2011

YOOX GROUP

YOOX GROUP

YOOX GROUP


Consolidated financial statement at June 30, 2011 prepared in accordance with IFRS ..................................... 41 Consolidated income statement ......................................................................................................................... 41 Consolidated comprehensive statement of income ........................................................................................... 42 Consolidated statement of financial position...................................................................................................... 43 Statement of changes in consolidated equity at June 30, 2011 and June 30, 2010 .......................................... 44 Consolidated statement of cash flows ............................................................................................................... 45 Notes to the condensed consolidated interim financial statements at June 30, 2011 ....................................... 46

INDEX

YOOX GROUP

YOOX GROUP


Consolidated income statement

Thousand Euro: Notes June 30, 2011 June 30, 2010

Net revenues 9.1 131,237 96,554

Cost of goods sold 9.2 (82,161) (59,445)

Fulfilment costs 9.3 (14,908) (10,220)

Sales and marketing costs 9.4 (14,676) (11,425)

General expenses 9.5 (14,232) (9,916)

Other income and expenses 9.6 (139) (240)

Non-recurring expenses 9.7 - -

Operating profit 9.8 5,122 5,308

Financial income 9.9 549 843

Financial expenses 9.10 (742) (539)

Profit before tax 4,930 5,612

Tax 9.11 (2,014) (2,273)

Consolidated profit for the period 2,916 3,339

of which:

Attributable to owners of the Parent 2,916 3,339

Attributable to non-controlling interests - -

Basic earnings per share 9.12 0.06 0.07

Diluted earnings per share 9.12 0.05 0.06

(1) The financial statements, which were prepared in accordance with CONSOB Resolution 15519 of July 27, 2006 and CONSOB

Communication DEM/6064293 of July 28, 2006, are annexed to the notes to the condensed consolidated interim financial statements at June 30, 2011.

CONSOLIDATED FINANCIAL STATEMENT AT JUNE 30, 2011 PREPARED IN ACCORDANCE WITH IFRS (1)

YOOX GROUP


Consolidated comprehensive statement of income


Consolidated profit for the period 2,916 3,339 Other components of comprehensive income, net of tax effects

Foreign currency translation differences for foreign operations 9.21 (504) 525 Profit/(loss) from cash flow hedges 9.21 (87) - Total other comprehensive income (591) 525 Total consolidated comprehensive income for the period 2,325 3,864 of which: Attributable to owners of the Parent 2,325 3,864 Attributable to non-controlling interests - -

YOOX GROUP


Consolidated statement of financial position


Non-current assets Property, plant and equipment 9.13 16,326 8,395Intangible assets with finite useful life 9.14 9,728 7,129Deferred tax assets 9.15 5,142 5,456Other non-current financial assets 9.16 581 507 Total non-current assets 31,777 21,487 Current assets Inventories 9.17 86,527 76,311Trade receivables 9.18 8,963 9,384Other current assets 9.19 7,216 7,318Cash and cash equivalents 9.20 12,067 24,188 Financial current assets 9.20 - 5,082 Total current assets 114,772 122,283 Total assets 146,550 143,770 Equity Share capital 528 518Reserves 66,592 64,426Losses carried forward 3,752 (5,364)Consolidated profit for the period/year 2,916 9,117 Equity attributable to equity holders of the Parent 9.21 - 9.22 73,788 68,697 Equity attributable to non-controlling interests - - Total consolidated equity 73,788 68,697 Non-current liabilities Medium-long term financial liabilities 9.23 6,114 846Employee benefits 9.24 211 213Provisions for risks and charges 9.26 42 116Deferred tax liabilities 9.25 57 69 Total non-current liabilities 6,424 1,244 Bank loans and other current financial liabilities 9.23 1,807 5,600Provisions for risks and charges 9.26 560 877Trade payables 9.27 48,410 48,943Tax liabilities 9.28 1,552 2,441Other payables 9.29 14,009 15,968 Total current liabilities 66,338 73,829 Total consolidated equity and liabilities 146,550 143,770

Sta

tem

ent

of

chan

ges

in c

on

solid

ated

eq

uit

y at

Ju

ne

30, 2

011

– P

arag

rap

h 9

.21

Thou

sand

Eur

o S

hare

cap

ital

Sha

re p

rem

ium

rese

rve

and

othe

req

uity

-rel

ated

rese

rves

Lega

l re

serv

e

Res

erve

for

purc

hase

of

treas

ury

shar

es

Stoc

k O

ptio

n an

d ca

sh fl

ow

hedg

ere

serv

e

Tran

slat

ion

rese

rve

Ret

aine

d ea

rnin

gs

or lo

sses

car

ried

forw

ard

Con

solid

ated

prof

it fo

r the

perio

d

Equ

ity

attri

buta

ble

to

non-

cont

rolli

ng

inte

rest

s

To

tal

Dec

embe

r 31

, 20

1051

856

,325

193

(362

)7,

957

313

(5,3

65)

9,11

768

,697

Sha

re c

apita

l inc

reas

es

1055

2-

--

--

-56

2

Incr

ease

s in

res

erve

s fo

r sh

are-

base

d pa

ymen

ts

--

--

2,20

4-

--

2,20

4

Tota

l con

solid

ated

com

preh

ensi

ve in

com

e

--

--

(87)

(504

)-

2,91

62,

325

Oth

er c

hang

es

--

--

--

9,11

7(9

,117

)-

Jun

e 3

0, 2

011

528

56,8

7719

3(3

62)

10,0

74(1

91)

3,75

22,

916

73,7

88

Sta

tem

ent

of

chan

ges

in c

on

solid

ated

eq

uit

y at

Ju

ne

30, 2

010

– P

arag

rap

h 9

.21

Thou

sand

Eur

o S

hare

cap

ital

Sha

re p

rem

ium

rese

rve

and

othe

req

uity

-rel

ated

rese

rves

Lega

l re

serv

e

Trea

sur y

sh

ares

pu

rcha

se

rese

rve

Stoc

k O

ptio

n re

serv

e an

d ca

sh fl

ow

hedg

e

Tran

slat

ion

rese

rve

Ret

aine

d ea

rnin

gs

or lo

sses

car

ried

forw

ard

Con

solid

ated

net

inco

me

for t

hepe

riod

Equ

ity

attri

buta

ble

to

non-

cont

rolli

ng

inte

rest

s

To

tal

Dec

embe

r 31

, 20

0950

454

,542

193

-4,

229

(27)

(9,4

62)

4,09

8-

54,0

77

Sha

re c

apita

l inc

reas

es

785

--

--

--

-92

Incr

ease

s in

res

erve

s fo

r sh

are-

base

d pa

ymen

ts

--

--

1,31

9-

--

-1,

319

Tota

l con

solid

ated

com

preh

ensi

ve in

com

e

--

--

-52

5-

3,33

9-

3,86

4

Oth

er c

hang

es

--

--

--

4,09

8(4

,098

)-

-

Jun

e 3

0, 2

010

511

54,6

2719

3-

5,54

949

8(5

,364

)3,

339

-59

,353

YOOX GROUP


YOOX GROUP


Consolidated statement of cash flows Thousand Euro: Notes June 30, 2011 June 30, 2010

Consolidated profit for the period 9.30 2,916 3,339 Adjustments for:

Taxes for the period 9.30 2,014 2,273

Financial expenses for the period 9.31 742 538

Financial income for the period 9.31 (549) (843)

Depreciation, amortisation and impairment losses for the period 9.31 2,763 1,526

Fair value measurement of stock option plans 9.31 2,194 1,319

Unrealised effect of changes in foreign exchange rates 9.31 (504) 525

Employee benefits 9.31 6 19

Provisions for risks and charges 9.31 110 369

Payment of employee benefits 9.31 (8) (30)

Use of provisions for risks and charges 9.31 (501) (245)

Changes in inventories 9.32 (10,215) (11,471)

Changes in trade receivables 9.32 422 1,040

Changes in trade payables 9.32 (1,413) 7,273

Changes in other current assets and liabilities 9.33 (1,857) (4,905) Cash flow generated from (used in) operating activities (3,881) 727

Income tax paid 9.30 (2,601) (5,838)

Interest and other financial expenses paid 9.31 (743) (538)

Interest and other financial income received 9.31 549 843 CASH FLOW GENERATED FROM (USED IN) OPERATING ACTIVITIES (6,674) (4,806)

Investing activities

Acquisition of property, plant and equipment 9.34 (7,789) (730)

Acquisition of intangible assets 9.35 (4,207) (2,841)

Acquisition of other non-current financial assets 9.36 (74) (99) CASH FLOW GENERATED FROM (USED IN) INVESTING ACTIVITIES (12,070) (3,670)

Financing activities Increase in current financial liabilities

9.39 - -

Repayment of current liabilities 9.39 (3,991) (3)

Increase in medium-long term financial liabilities 9.38 5,047 -

Repayment of medium-long term financial liabilities 9.38 - (78)

Increase in share capital and share premium reserve 9.37 562 92

Investments/disinvestments in other financial current assets 9.40 5,082 (14,588)

Variation through difference between cash effect and action of incentive plans 9.22 10 -

Changes in the hedging reserve (87) -

CASH FLOW GENERATED FROM (USED IN) FINANCING ACTIVITIES 6,623 (14,577)

TOTAL CASH FLOW FOR THE PERIOD (12,120) (23,052)

Cash and cash equivalents at the beginning of the period 9.20 24,188 35,007

Cash and cash equivalents at the end of the period 9.20 12,067 11,955


YOOX GROUP


1. Group structure and activities The YOOX Group (hereinafter “the Group”) includes, as well as the Parent YOOX S.p.A. (hereinafter “the Company” or “the Parent”), the companies YOOX Corporation and Y Services, which are subject to US law and which manage sales activities in North America, and YOOX Japan, which is subject to Japanese law and which manages sales activities in Japan, Mishang Trading (Shanghai) Co. Ltd., which manages sales activities in China, and YOOX Asia Limited, which manages sales activities in the Asia-Pacific area. 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. Information on individual operating segments pursuant to IFRS 8 is presented in Note 7. 2. Statement of compliance with IAS/IFRS and general criteria used to prepare the condensed

consolidated interim financial statements These condensed consolidated interim financial statements, drawn up in accordance with IAS 34 – Interim Financial Statements, were prepared using the same accounting standards as were used to prepare the consolidated financial statements at December 31, 2010, please refer to it for further details. Comparative data is reported in presenting the statement of financial position and the statement of cash flows in addition to the requirements of IAS 34 (December 31, 2010 for the statement of financial position and June 30, 2010 for the income statement, the statement of comprehensive income, the statement of changes in equity and the statement of cash flows). The figures for the first half of 2011 and the first half of 2010 are reported in presenting the income statement, the Group having adopted the half year as the intermediate reference period. These condensed consolidated interim financial statements have been compiled in accordance with IFRS (International Financial Reporting Standards), IASB (International Accounting Standards Board) and are endorsed by the European Union. “IFRS” also refers to the International Accounting Standards (“IAS”) currently in force, in addition to all the interpretation documents issued by the International Financial Reporting Interpretations Committee (“IFRIC”) previously known as the Standing Interpretations Committee (“SIC”). These condensed consolidated interim financial statements, drawn up in compliance with IAS 34 and conforming with the provisions of article 154-ter of Legislative Decree 58 of February 24, 1998 (Consolidated Finance Act) and later amendments, do not include all the information required for the annual financial statements and should be read together with the consolidated financial statements as at December 31, 2010. Specifically, the income statement, the statement of comprehensive income, the statement of financial position, the statement of changes in equity and statement of cash flows are in an extended format and are those that have been adopted for the consolidated financial statements as at December 31, 2010. The explanatory notes below, on the other hand, are summarised and therefore do not include all the information required for annual financial statements. In line with the requirements of IAS 34, in order to avoid duplicating information which has already been published, the notes refer only to those components of the income statement, the statement of comprehensive income, the statement of financial position, the statement of changes in equity and the statement of cash flows which, owing to their composition, amount, nature or infrequency, are essential for understanding the financial position, operations and assets of the Group. The condensed consolidated interim financial statements at June 30, 2011 consist of the income statement, statement of comprehensive income, statement of financial position, statement of changes in equity and statement of cash flows, in addition to these explanatory notes. In presenting these statements, comparative data has been presented as required by IAS 34 supplemented as noted above. 2.1 Consolidated financial statements With reference to CONSOB Resolution 15519 of July 27, 2006 and Communication DEM/6064293 of July 28, 2006 relating to the layout of financial statements, it should be noted that specific layouts of income statements, statements of financial position and statements of cash flows have been included, showing significant contractual relationships with related parties in order to improve the readability of the information.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS AT JUNE 30, 2011

YOOX GROUP


As indicated above, the consolidated financial statements at June 30, 2011 were drawn up in accordance with the IFRS endorsed by the European Union, and comprise the following: Income statement The breakdown of the income statement is based on the allocation of costs since this is considered to provide more meaningful information than breakdown by type, in that it is more consistent with the reporting system used by management when evaluating the performance of the business. Statement of comprehensive income The structure of the statement of comprehensive income is based on the presentation, in a single statement, of the constituent components of profit (loss) for the period and the expenses and income recognised directly in shareholders’ equity for transactions not involving the shareholders. Statement of financial position Current and non-current assets and current and non-current liabilities are presented separately in the statement of financial position. 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 or the period, including each item of revenue or cost, income or expense which, as required by IAS/IFRS and their interpretations, is recognised directly in equity, and the total of these items; total comprehensive profit or loss for the year or period, 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 period and at the date of the financial statements, together with the changes during the period. The notes to the condensed consolidated interim financial statements also present the amounts deriving from transactions with owners of the Parent and a reconciliation between the book value 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. Accounting standards and measurement criteria 3.1 Basis of preparation The condensed consolidated interim financial statements 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. For reasons of clarity, it should be noted that variances in percentage terms and variations in the distinct items indicated have been calculated on precise values. It should also be noted that possible differences that may be found in some tables are due to rounding off amounts expressed in thousands of Euro. The consolidated financial statements were prepared on a historical cost basis (with the exception of derivative financial instruments, which are measured at fair value) and on the assumption that the business is on-going. Despite the difficult macroeconomic environment in which it is operating, the 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.

YOOX GROUP


The accounting standards adopted for the preparation of the consolidated financial statements and notes at June 30, 2011 were applied in the same way for all periods presented for comparison. The accounting standards are applied in the same way across all Group companies. Financial transactions are recognised according to the trade date. The accounting standards used to prepare the condensed consolidated interim financial statements, as well as the recognition and measurement criteria and the consolidation principles applied, comply with those adopted for the consolidated financial statements at December 31, 2010. 3.2 Use of estimates In order to prepare the condensed consolidated interim financial statements, the management is required to use estimates and assumptions which affect the book value of assets and liabilities reported in the financial statements and the information regarding contingent assets and liabilities at the reporting date for the condensed consolidated interim financial statements. If, in the future, these estimates and assumptions, which are based on the management’s best evaluation, should differ, they will be altered appropriately during the period in which the circumstances change and the effects of any changes will be immediately recognised in the income statement. For a more detailed description of the most important evaluation methods used for the Group, refer to the chapter on the “Use of estimates” in the consolidated financial statement at December 31, 2010. It should also be noted that these evaluation processes, especially the more complex ones, such as determining any losses for non-current assets, are usually only conducted in full during the compiling of the annual financial statement, when all the required information is available, except in cases where there are impairment indicators that require an immediate evaluation of any losses. 4. Approval of the interim financial statement at June 30, 2011 The interim financial statement at June 30, 2011 was approved by the Board of Directors on August 4, 2011. 5. Scope of consolidation The scope of consolidation at June 30, 2011 comprises the following subsidiaries of YOOX S.p.A.: YOOX Corporation, formed in 2002 to manage sales activities in North America; YOOX Japan, formed in 2004 to manage sales activities in Japan; Y Services, formed in 2007 to manage the U.S. sales of the Online Stores for the following brands: Diesel,

Marni and D&G, Dolce & Gabbana and Moncler;

Mishang Trading (Shanghai) Co. Ltd. established in the fourth quarter of 2010 to manage sales in China;

YOOX Asia Limited established in the second quarter of 2011 to manage sales in the Asia-Pacific area.

YOOX GROUP


At June 30, 2011, the scope of consolidation included the following companies:

Company Offices Share capital at June 30, 2011

(Thousand Euro) Percentage held at June 30, 2011

YOOX Via Nannetti 1, 40069 Zola Predosa, Bologna, Italy 528 -

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

Y Services 1220 Market St. Ste 806, Wilmington, Delaware 19801, United States of America 125 100%

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

Mishang Trading (Shanghai) Co. Ltd Floor 6, Donglong Building No.223 Xikang Road, Jing’an District 200050 SHANGHAI 1,500 100%

YOOX Asia Limited 16 FL WESTERN PLAZA, 3 SAN ON STREET, TUEN MUN, N.T, 230, HONG KONG, CN

91 100%

The scope of consolidation underwent changes in relation to December 31, 2010 through the establishment, in the second quarter of 2011, of YOOX Asia Limited in order to manage sales in the Asia-Pacific area, and in relation to June 30, 2010 when the Mishang Trading (Shanghai) Co. Ltd. was established subject to Chinese law, which involved, to date, the opening of an office in Shanghai and a local logistics centre. The logistics hub will be equipped later on with digital production studios for the creation of photographic services and cataloguing locally procured products. The exchange rates used for converting the financial statements and account balances into currencies other than the Euro at June 30, 2011, December 31, 2010 and June 30, 2010 are as follows (source www.uic.it):

Exchange rate at June 30, 2011 Average exchange rate for the half-year under review

USD 1.4453 1.4032

YEN 116.25 114.97

CNY 9.3416 9.1755

HKD 11.2475 10.9212

GBP 0.9026 0.8682

Exchange rate at December 31, 2010 Average exchange rate for 2010

USD 1.3362 1.3257

YEN 108.65 116.24

CNY 8.8220 8.9712

GBP 0.8608 0.8578

Exchange rate at June 30, 2010 Average exchange rate for the half-year under review

USD 1.2271 1.3268

YEN 108.79 121.32

GBP 0.8175 0.8700

The value of foreign currencies is quoted against one Euro.

YOOX GROUP


6. Changes to accounting standards, new accounting standards, changes to estimates and reclassifications

Amendments and revised accounting standards applied by the Group for the first time The IASB, in the amendment to IAS 24 – Information about related parties – has simplified the information requirements regarding related parties where public bodies are involved and a new definition has been provided which involves a relation between related parties irrespective of the legal status for all direct relations linked by a relationship of control, joint control or considerable influence and the presence of control or joint control in just one leg of the relationship. The amendments of the IASB in May 2010 were implemented in (EU) Regulation 149/2011 of the European Commission. The principles involved and modifications are listed below. IAS 1 – Presentation of financial statements:

the modification included the principle with clarifications about completing the table for changes in equity and specifically introduced the requirement to present the reconciliation of the changes for each component of equity and an analysis of the other comprehensive economic statement components in the notes or in the financial statements.

IAS 34 – Interim financial reporting:

the improvement clarified, through a non-exhaustive list, the events and transactions for which information would have to be provided, if these events and transactions are considered to be significant; the modification introduced the need for clarification about the changes that took place during the period which affected the fair value of the financial instruments, the transfer of fair value levels between the hierarchies used in the evaluation of financial instruments, the modifications to the classification of financial instruments as a result of modifications in their use and their scope; the requirement to supply information surrounding changes in potential liabilities or assets at the closing date of the last financial year was also dispensed with.

IFRS 7 – Financial instruments, supplementary information:

the improvement introduced the obligation to report qualitative information in the context of quantitative information which allows users of the financial statements to link the related information and therefore represent a general framework of the nature and the extent of the risks derived from the financial instruments; a requirement to supply information about the interaction between qualitative and quantitative additional information surrounding the nature and the scope of financial instrument inherent risks was also introduced.

the obligation to provide information concerning financial assets that have expired but been renegotiated or impaired has been dispensed with.

Amendments and interpretations that came into effect from January 1, 2011 not relevant to the Group The principles involved and modifications are listed below. IFRS 1 – First-time adoption of international accounting standards:

the amendment introduced exemption for anyone adopting the international accounting standards for providing information about changes in accounting standards in the year of adoption for the first time;

the amendment provided clarification about the use of fair value in replacement of cost. IFRS 3 – Business combinations: The improvement clarifies that the possibility of measuring all components of minority interests at fair value or in proportion to the share of the minority interest in identifiable net assets of the acquiree is only limited to those components representing instruments that currently give minority shareholders rights equivalent to those of ordinary shares and specifically the right to a pro-rated share of net assets in the case of liquidation. All the other components relating to minority interests (such as, for example, privileged shares or warrants issued by

YOOX GROUP


the company acquired to minorities) must be valued at fair value unless the IFRS gives another evaluation criterion. The improvement also provides a guide for the accounting treatment relating to the replacement of incentives recognised in payments based on shares of an acquiree with those of the buyer. In addition, the updated version of IFRS 3 introduced changes regarding:

the rules governing phased acquisitions of subsidiaries; the right to evaluate at fair value minority interests purchased during a partial acquisition; the allocation of all costs connected to the business combination to the income statement; the recognition of liabilities for payments subject to conditions at the purchase date.

IFRIC 13 – Loyalty schemes:

assessment at fair value has been introduced for reward points. IAS 32 – Financial instruments, presentation in the financial statements:

the amendment establishes that, in certain conditions, rights in foreign currency are classified as equity regardless of the currency in which the strike price is denominated.

IFRIC 19 – Termination of financial liabilities with capital instruments. The amendment has established that:

the issuance of capital instruments should be commensurate with the price paid; capital instruments are valued at fair value on the termination date. If it cannot be reliably determined,

the fair value of the terminated liability is adopted; the difference between the price paid and the book value of the terminated financial liability is

recorded in the income statement; the principle cannot be applied to transactions under joint control or between shareholders and

creditors; as far as partial terminations are concerned, the price paid should be allocated to the liabilities that

remain in existence and to those which have been terminated, and the 10% test should be carried out to check the substantial modification of the liability whilst the transaction costs can only be deferred in the case of modifications that are not substantial.

New accounting principles and amendments not applicable in 2011 and not adopted in advance The principles involved and modifications are listed below. IAS 27 – Consolidated and separate financial statements:

the principle has been amended in the light of the introduction of IFRS 10. The amendment establishes that it is not compulsory to draw up separate financial statements but, if they are produced, they come under the scope of this rule. The amendment involves: the accounting of investments in subsidiaries, associated companies and joint ventures at cost or in compliance with IFRS 9; the payment of dividends; reorganisations within the Group structure and information to be presented.

IFRS 10 – Consolidation and IFRS 12 – Disclosure of Interests in Other Entities

The Board has: revised the definition of control and the related application guide so that all entities apply the same

control model; and it has improved the information provided about consolidated and non-consolidated entities.

The Board has provided the full guidelines for establishing in which circumstances a special purpose vehicle or an entity in which the majority of voting rights is not held (even potential rights) should or should not be consolidated. To sum up, control is held where it can be demonstrated that the investor has the power to decide about the assets of the business in which it has invested (investee) and is exposed to the variable nature of the business returns and therefore has to ability to use its own power to affect returns.

YOOX GROUP


On May 12, 2011, the IASB published IFRS 10 Consolidated Financial Statements and IFRS 12 Disclosure of Interests in Other Entities. For the section relating to Investment entities, the publication of the Exposure Draft is expected by June 2011.

IFRS 11 – Joint Arrangements

The Board has improved:

the accounting of joint venture agreements defining a principle-based approach in which the entity records the contractual rights and obligations of the agreement in its financial statements; and

the quality of the information supplied to provide investors with a better understanding of the nature and the financial effects of the transaction that has taken place.

The IASB has separated the joint arrangements into three categories: joint operations, joint assets and joint ventures. To establish under which category a joint arrangement comes, the substance of the agreement needs to be considered and one should not be limited to the formal aspect alone. In joint operations and joint assets, the investor contractually acquires a right to a given asset (or to a share of an asset) and/or assumes a given liability (or a share of a liability), while in joint ventures, the investor acquires the right to obtain a share of the results produced by the group of assets and liabilities controlled jointly by all the venturers. The contracting party in a joint operation or a joint asset records the assets (or a share of the assets) which they acquire, the liabilities (or a share of the liabilities) which they assume following the contract and the related costs and revenues (or a share of the related costs and revenues) directly in their financial statements, while the contracting party in a joint venture records their share of the investment in the joint venture in their consolidated financial statements, applying the equity method, and therefore the proportional consolidation of joint ventures is no longer permitted. It is assumed that a business that is subject to joint control is a joint venture, unless the circumstances (i.e. the contractual rights and obligations) demonstrate otherwise. On May 12, 2011, the IASB published IFRS 11 Joint Arrangements which replaces IAS 31 Investments in joint ventures.

IFRS 13 – Fair value measurement

On May 12, 2011, the IASB published IFRS 13 Fair Value Measurement in which the Board has:

clarified the definition of fair value; established a single reference framework for the measurement of fair value; provided clarifications and operating guides for determining fair value (in illiquid or inactive market

situations as well). The entity must therefore provide information that allows the recipients of the financial statements to understand the evaluation methods and the inputs used to measure the fair value of an asset or a liability.

7. 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 is produced using the accounting standards described above (IAS/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. as an Online Store, yoox.com has been operational since June 2000, and offers a vast array of fashion

and design products. 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;

YOOX GROUP


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. At its start, thecorner.com offered men’s clothing only, and in September 2009 it launched a women’s collection. thecorner.com is a virtual space containing mini-stores dedicated to each brand, 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.

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.

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 “Corporate”. All the income components presented are measured using the same accounting criteria as those adopted to prepare the Group’s condensed consolidated interim financial statements.

YOOX GROUP


Income statement figures for each operating segment at June 30, 2011, with a reconciliation of entries with the Group’s income statement, are presented below: Description Multi-brand Mono-brand Corporate Group total

June 2011 June 2010 June 2011 June 2010 June 2011 June 2010 June 2011 June 2010

Segment net revenues 97,830 73,831 33,407 22,723 - - 131,237 96,554

Segment operating profit 14,159 11,857 5,882 3,839 - - 20,040 15,696

Reconciliation with Group results: General expenses - - - - (14,232) (9,916) (14,232) (9,916) Other depreciation and amortisation not attributable to operating segments - - - - (548) (232) (548) (232)

Other income and expenses - - - - (139) (240) (139) (240)

Non-recurring expenses - - - - - - - -

Other items - - - - - - - -

Group operating profit/(loss) 14,159 11,857 5,882 3,839 (14,918) (10,388) 5,122 5,308

Financial income - - - - 549 843 549 843

Financial expenses (742) (539) (742) (539)

Profit before tax - - - - - - 4,930 5,612

Taxes - - - - (2,014) (2,273) (2,014) (2,273)

Profit for the period - - - - - - 2,916 3,339

8. Information by geographical area Revenues generated by the Group from transactions with third-party customers break down as follows:

Description June 30, 2011 June 30, 2010

Italy 28,021 23,278

Europe (excluding Italy) 64,926 46,471

North America 25,325 18,918

Japan 8,437 6,095

Other countries 2,113 658

Not country related 2,415 1,134

Total 131,237 96,554

The “Not country related” item comprises the setting-up and maintenance activities for the Online Stores, media partnership projects in the Multi-brand business line as well as web marketing and web design services in the Mono-brand business line, and other services offered by Yagency. The table showing revenue by geographical area complies with the Group control model: only sales to online customers are included and are allocated by country in the actual control model. In the first six months of 2011 and in 2010, revenue generated from transactions with the largest third-party customer did not exceed 10% of the Group’s total revenues.

YOOX GROUP


9. Notes to the statement of financial position, income statement and statement of cash flows Income statement 9.1 Net revenues The Group’s total net revenues at June 30, 2011 and at June 30, 2010 break down as follows: Description June 30, 2011 June 30, 2010 Change

Net revenues from sales 123,793 91,809 31,984

Net revenues from the provision of services 7,444 4,745 2,699

Total 131,237 96,554 34,683

Total net revenues increased, going from Euro 96,554 thousand in the first half of 2010 to Euro 131,237 thousand in the first half of 2011, an increase of 35.9%. Total net revenues from sales include all revenues arising from the sale of goods, net of customer discounts and returns and revenues from the provision of services. The rise in net revenues from sales in the first half of 2011 is mainly due to the upward trend in sales volumes. The growth in volumes is largely due to the rise in the number of orders. For further details on the breakdown of revenue by geographical area and by operating segment, please see Note 7 Segment reporting and Note 8 Information by geographical area. Revenues from the sale of goods is reported net of sales returns, amounting to Euro 43,123 thousand in the first half of 2011, or 25.8% of gross revenues for the first half of 2011 (revenues from the sale of goods before customer returns in the first half of 2011) and Euro 33,251 thousand in the first half of 2010, or 26.6% of gross revenues in the first half of 2010 (revenues from the sale of goods before customer returns in the first half of 2010). Returns are an inherent part of the Group’s business activities, as a result of the protection afforded to consumers under distance-selling – and specifically e-commerce – regulations in force in the countries where the Group operates. Net revenues from the provision of services rose by 56.9% from Euro 4,745 thousand in the first half of 2010 to Euro 7,444 thousand in the first half of 2011, mainly including:

The recharging of transport services for sales to the end customer (in certain countries the customer also pays for return shipments), net of refunds made if the customer returns the goods sold;

Revenue from the set-up fees charged to create the Online Stores and fees charged to Strategic

Partners in the Mono-brand business line for assistance in maintaining the Online Stores; Revenue generated by the sale of media partnership projects and web marketing and web design

services and other services offered by Yagency. 9.2 Cost of goods sold The cost of goods sold came to Euro 82,161 thousand (equal to 62.6% of net revenue) for the period ended at June 30, 2011 compared with Euro 59,445 thousand (equal to 61.6% of net revenue) for the first half of 2010. The item cost of goods sold includes both costs of the purchase of goods destined for sale and costs of services and other costs.

YOOX GROUP


The following table shows a breakdown of the cost of goods sold by nature: Description June 30, 2011 June 30, 2010 Change

Change in inventories of goods 10,629 10,383 246

Purchase of goods (80,206) (61,190) (19,016)

Cost of services (11,621) (8,091) (3,530)

Other costs (963) (547) (416)

Total (82,161) (59,445) (22,715)

The cost of purchasing goods went from Euro 61,190 thousand in the first half of 2010 to Euro 80,206 thousand in the first half of 2011. It comprises the procurement costs of goods destined for resale and its absolute value is directly correlated with the performance of volumes sold. Service costs increased by 43.6%, from Euro 8,091 thousand in the first half of 2010 to Euro 11,621 thousand in the first half of 2011. This item includes transportation costs for sales and returns. A portion of the transportation costs is invoiced directly to the end customer and recognised as revenue from the provision of services, net of refunds on customer returns. Other costs increased by 76.1%, from Euro 547 thousand in the first half of 2010 to Euro 963 thousand in the first half of 2011. These costs mainly comprise transportation costs for purchases, and the internal personnel costs and external supplier costs incurred to set-up and maintain the websites of Mono-brand Strategic Partners. 9.3 Fulfilment costs Fulfilment costs came in at Euro 14,908 thousand (11.4% of net revenues) for the period ended June 30, 2011, compared with Euro 10,220 thousand (10.6% of net revenues) in the first six months of 2010, an increase of Euro 4,688 thousand. This cost comprises operational expenses incurred from digital production, cataloguing and quality control, from warehouse logistics, and from customer services, including call centre services and customer care. The following table shows the breakdown of fulfilment costs: Description June 30, 2011 June 30, 2010 Change

Service costs and other costs (11,734) (7,999) (3,735)

Personnel expenses (2,642) (2,004) (638)

Depreciation and amortisation (532) (217) (315)

Total (14,908) (10,220) (4,688)

Service costs and other costs increased by 46.7%, from Euro 7,999 thousand in the first half of 2010 to Euro 11,734 thousand in the first half of 2011. They mainly comprise service costs for handling and packaging goods and costs relating to outsourced production processes. Personnel expenses went from Euro 2,004 thousand in the first half of 2010 to Euro 2,642 thousand in the first half of 2011, an increase of 31.8% due both to an increase in the number of staff employed in this division, which went from 92 at June 30, 2010 to 98 at June 30, 2011, of which seven members of staff at June 30, 2010 were located in offices overseas and this figure stood at 11 at June 30, 2011, and to the increase in the cost of stock option plans and the company incentive plan which went from Euro 31 thousand in the first half of 2010 to Euro 92 thousand in the first half of 2011. It should be noted that in addition to the cost of employees personnel expenses also include cost of interns, collaborators and consultants that comes under personnel expenses.

YOOX GROUP


9.4 Sales and marketing costs The cost for business expenses came to Euro 14,676 thousand (11.2% of net revenues) for the half-year ending June 30, 2011 compared with Euro 11,425 thousand (11.8% of net revenues) for the half-year ending June 30, 2010, an increase of 28.5% These expenses relate to departments operating in sales. A portion of the costs are for personnel working in sales and marketing. The item also contains web marketing costs (including costs for online affiliation activities, i.e. sales commission paid to commercial intermediaries, and for consultancy services for the creation and development of advertising campaigns and procurement). Sales and marketing expenditure also includes costs for charges on credit card transactions and other methods of payment made to intermediaries for payment collection services, as well as expenses relating to customs duties levied on the import and export of goods sold. The following table shows the breakdown of sales and marketing costs: Description June 30, 2011 June 30, 2010 Change

Cost of services (9,198) (6,965) (2,233)

Personnel expenses (4,668) (3,550) (1,118)

Depreciation and amortisation (16) (15) (1)

Other costs (794) (895) 101

Total (14,676) (11,425) (3,251)

The cost of services rose by 32.1% from Euro 6,965 thousand in the first half of 2010 to Euro 9,198 thousand in the first half of 2011. The main components of service costs incurred in the first half of 2011 are mainly: web marketing costs of Euro 3,242 thousand (Euro 3,071 thousand in the first half of 2010). These costs

relate to the purchasing of online advertising, the negotiation and implementation of marketing agreements and the development of new partnerships and the commercial and technical management of existing partnerships, mainly for the Multi-brand business line;

costs incurred for commissions on credit card transactions and other related means of payment to intermediaries for payment collection services of Euro 2,120 thousand (Euro 1,645 thousand in the first half of 2010);

import and export duties totalling Euro 2,220 thousand (Euro 1,408 thousand in the first half of 2010). Personnel expenses went from Euro 3,550 thousand in the first half of 2010 to Euro 4,668 thousand in the first half of 2011, an increase of 31.5% due both to an increase in the number of staff employed in this division, which went from 108 at June 30, 2010 to 148 at June 30, 2011, of which 11 members of staff at June 30, 2010 were located in offices overseas and this figure stood at 21 at June 30, 2011, and to the increase in the cost of stock option plans and the company incentive plan which went from Euro 344 thousand in the first half of 2010 to Euro 671 thousand in the first half of 2011. It should be noted that in addition to the cost of employees personnel expenses also include cost of interns, collaborators and consultants that comes under personnel expenses. Other costs increased by 11.3%, from Euro 895 thousand in the first half of 2010 to Euro 794 thousand in the first half of 2011. This item mainly comprises costs incurred for fraud relating to online sales, which decreased by 49.3%, from Euro 438 thousand in the first half of 2010 to Euro 222 thousand in the first half of 2011. 9.5 General expenses General expenses include all the overhead costs of the Group’s various offices pertaining to personnel management, administration, finance and control, communications and image, general management, general services, investor relations, internal audit and technological services. General expenses were up 43.5% in the first half of 2011 at Euro 14,232 thousand, compared with Euro 9,916 thousand in the first half of 2010.

YOOX GROUP


General expenses can be broken down as follows: Description June 30, 2011 June 30, 2010 Change

Cost of services (6,609) (4,255) (2,354)


Depreciation and amortisation (2,216) (1,294) (922)

Total (14,232) (9,916) (4,316)

The cost of services rose by 55.3% from Euro 4,255 thousand in the first half of 2010 to Euro 6,609 thousand in the first half of 2011. Personnel expenses went from Euro 4,368 thousand in the first half of 2010 to Euro 5,407 thousand in the first half of 2011, an increase of 23.8% due both to an increase in the number of staff employed in this division, which went from 134 at June 30, 2010 to 193 at June 30, 2011, of which 2 members of staff at June 30, 2010 were located in offices overseas and this figure stood at 10 at June 30, 2011, and to the increase in the cost of stock option plans and the company incentive plan which went from Euro 944 thousand in the first half of 2010 to Euro 1,431 thousand in the first half of 2011. It should be noted that in addition to the cost of employees personnel expenses also include cost of interns, collaborators and consultants that comes under personnel expenses. Depreciation and amortisation increased by 71.3%, from Euro 1,294 thousand in the first half of 2010 to Euro 2,216 thousand in the first half of 2011. 9.6 Other income and expenses Other income and expenses came to a total of Euro 139 thousand for the period ending at June 30, 2011 over Euro 240 thousand for the period ending June 30, 2010, a decrease of Euro 101 thousand. Other income and expenses can be broken down as follows:

Description June 30, 2011 June 30, 2010 Change

Extraordinary income/liabilities 307 154 154

Theft and losses (237) (121) (115)

Other tax charges (120) (142) 23

Other expenses (55) (45) (10)

Provisions for sundry risks (66) (113) 47

Reimbursements 31 29 2

Total (139) (240) 101

Extraordinary income/liabilities went from Euro 154 thousand in the first half of 2010 to Euro 307 thousand in the first half of 2011. This item includes charges and income from ordinary management activities. Theft and losses relates to the theft and losses of goods destined for final customers that have already occurred at the closing date of the period. Other financial expenses totalled Euro 142 thousand in the first half of 2010 and Euro 120 thousand in the first half of 2011. Provisions for sundry risks in the first half of 2011 relate to the estimated charge incurred due to theft and loss of goods not identified as missing at the closing date of the condensed consolidated interim financial statements. 9.7 Non-recurring expenses No non-recurring expenses were incurred in the first half of 2011 or the first half of 2010.

YOOX GROUP


9.8 Operating profit As required by IAS 1, the following is a breakdown of costs by nature used to determine the operating margin. Description June 30, 2011 June 30, 2010 Change

Net revenues 131,237 96,554 34,683

Changes in inventories 10,629 10,383 246

Purchase of goods (80,206) (61,190) (19,016)

Services (39,161) (27,310) (11,852)


Depreciation, amortisation and impairment losses (2,763) (1,526) (1,238)

Other costs and revenues (1,896) (1,682) (215)

Total 5,122 5,308 (186)

Operating profit totalled Euro 5,308 thousand at June 30, 2010 and Euro 5,122 thousand at June 30, 2011, representing 5.5% of net revenues in the first half of 2010 and 3.9% in the first half of 2011. Personnel expenses include all employment related expenses, such as merit pay rises, promotions, cost-of-living adjustments, variable remuneration for the first half of 2011, unused leave and accruals to legal reserves required under collective agreement, as well as related social security contributions and the contributions to the post-employment benefits for Parent employees. These costs also include the fair value of stock options and the company incentive plan for employees, between the allocation and vesting dates, with a direct matching entry in equity. It should be noted that in addition to the cost of employees, personnel expenses also include the inherent costs of resources such as interns, associates and consultants, which come under personnel expenses and the remuneration for the Group’s Chief Executive Officer. At June 30, 2011, the Group headcount was 31% higher than in the same period of the previous year, corresponding to a net increase of 105 employees. The table below shows a breakdown of the headcount as of June 30, 2011 compared with that of June 30, 201020. Number June 30, 2011 June 30, 2010 Change

Managers 22 16 6

Junior managers 33 29 4

Employees and trainees 342 269 73

Abroad 42 20 22

Total headcount 439 334 105

9.9 Financial income Financial income totalled Euro 549 thousand in the first half of 2011 and Euro 843 thousand in the first half of 2010. The following table shows the breakdown of financial income: Description June 30, 2011 June 30, 2010 Change

Exchange rate gains 527 713 (186)

Other financial income 10 96 (86)

Interest income on current account 13 34 (21)

Total 549 843 (294)

Exchange rate gains totalled Euro 713 thousand in the first half of 2010 and Euro 527 thousand in the first half of 2011. They mainly relate to the conversion of items to US dollars and Japanese yen and are closely connected to the ordinary sale and purchase of goods.

20 The headcount does not include the Chief Executive Officer of YOOX S.p.A., interns or collaborators.

YOOX GROUP


Other financial income decreased from Euro 96 thousand in the first half of 2010 to Euro 10 thousand in the first half of 2011. 9.10 Financial expenses Financial expenses totalled Euro 539 thousand in the first half of 2010 and Euro 742 thousand in the first half of 2011. The following table shows the breakdown of financial expenses:

Description June 30, 2011 June 30, 2010 Change

Exchange rate losses (520) (224) (296)

Other financial expenses (162) (233) 71

Interest expenses (60) (82) 22

Total (742) (539) (203)

Exchange rate losses totalled Euro 224 thousand in the first half of 2010 and Euro 520 thousand in the first half of 2011. They mainly relate to the conversion of items to US dollars and Japanese yen and are closely connected to the ordinary sale and purchase of goods. Other financial expenses totalled Euro 233 thousand in the first half of 2010 and Euro 162 thousand in the first half of 2011. 9.11 Tax Income tax for the period can be broken down as follows: Description June 30, 2011 June 30, 2010 Change

Current IRES income tax - Parent (1) (839) (848) 9

Current IRAP income tax - Parent (2) (511) (461) (50)

Current income tax - foreign companies (752) (1,439) 687

Deferred taxes 88 475 (387)

Total taxes (2,014) (2,273) 259 (1) IRES: Imposta sul Reddito delle Societa (Corporate or Company Tax) (2) IRAP: Imposta Regionale sulle Attivita Produttive (Regional Tax on Production Activities)

The Group has incurred a lower tax burden in absolute terms compared with the situation at June 30, 2010. Current taxes have decreased from Euro 2,748 thousand to Euro 2,102 thousand. The Parent’s IRAP tax burden increased by 11% (IRAP at June 30, 2011 was equal to Euro 511 thousand compared with Euro 461 thousand at June 30, 2010). IRES taxes for the Parent amounted to Euro 839 thousand. Taxes for Group overseas companies for the period to June 30, 2011 amounted to approximately Euro 752 thousand. The Group also recognised deferred tax assets totalling Euro 4,689 thousand and deferred tax liabilities of Euro 60 thousand. Deferred tax assets of Euro 4,613 thousand and deferred tax liabilities of Euro 72 thousand that were recognised in 2010 were also reversed. It should also be pointed out that the amount in the income statement does not include the Euro 269 thousand of deferred taxes for the share premium reserve, in compliance with provisions of IAS 32. The deferred tax assets reversed include deferred tax assets directly against the share premium reserve of Euro 537 thousand set aside in the financial year 2010.

YOOX GROUP


9.12 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 June 30, 2011 June 30, 2010

Basic earnings 2,916 3,339

Average number of ordinary shares 52,442,753 50,947,893

Basic EPS 0.06 0.07

Calculation of diluted EPS June 30, 2011 June 30, 2010

Basic earnings 2,916 3,339

Average number of ordinary shares 52,442,753 50,947,893

Average number of shares granted without consideration 1,096,576 1,623,994

Total 53,539,329 52,571,887

Diluted EPS 0.05 0.06

The average number of shares granted without consideration at June 30, 2011 and June 30, 2010 and used to calculate diluted EPS relates to the effect of granting shares under existing stock option plans which, as stated in IFRS 2, can be converted on the basis of vesting conditions in the respective periods. Statement of financial position 9.13 Property, plant and equipment At June 30, 2011, property, plant and equipment totalled Euro 16,326 thousand. The following is a summary of changes therein in the first half of 2011:

Des

crip

tio

n

His

tori

cal

co

st

Incr

ease

s

Dec

reas

es/

Rec

lass

ific

atio

ns

His

tori

cal

co

stA

cc

.

amo

rtis

atio

n

Am

ort

. U

tilis

ati

on

Ac

c.

amo

rtis

atio

n

Net

car

ryin

g

amo

un

tN

et c

arry

ing

am

ou

nt

at D

ece

mb

er 3

1,

2010

at J

un

e 30

, 20

11at

Dec

em

ber

31,

20

10

at

Ju

ne

30,

2011

at D

ece

mb

er 3

1,

2010

at J

un

e 30

, 20

11

P

lan

t a

nd

eq

uip

men

t 1,

905

38

2 2,

854

5,

141

(1

,040

) (3

72)

- (1

,412

) 86

5 3,

729

Bu

ildin

gs

1,44

0

1,09

6

227

2,76

3

(844

) (1

96)

- (1

,040

) 59

6 1,

723

Leas

ehol

d im

pro

vem

ents

1,

440

1,

096

22

7 2,

763

(8

44)

(196

) -

(1,0

40)

596

1,72

3

Ind

ust

rial

an

d c

om

mer

cial

eq

uip

me

nt

1,10

7

274

321

1,70

2

(657

) (1

11)

- (7

64)

451

935

Oth

er a

sse

ts

4,87

1

1,38

8

124

6,38

3

(2,5

43)

(476

) -

(3,0

19)

2,32

8

3,36

4

Fur

nitu

re a

nd fu

rnis

hing

s 83

7 35

8 12

4 1,

319

(5

67)

(95)

-

(662

) 27

0 65

7

Ele

ctro

nic

equi

pmen

t 3,

902

1,

030

-

4,93

2

(1,8

69)

(377

) -

(2,2

46)

2,03

3

2,68

6

Oth

er T

angi

ble

Ass

ets

131

- -

131

(106

) (4

) -

(110

) 25

21

A

ss

ets

un

der

co

nst

ruct

ion

an

d p

aym

ents

o

n a

cco

un

t 4,

156

5,

947

(3

,526

) 6,

576

-

- -

- 4,

156

6,

576

Gen

era

l To

tal

13,4

78

9,08

6

- 22

,565

(5

,084

) (1

,155

) -

(6,2

35)

8,39

5

16,3

26

YOOX GROUP


YOOX GROUP


The overall increase in tangible assets equal to Euro 9,086 thousand is mainly linked to investments in the highly automated techno-logistical platform, a project in which the Group has been investing since the fourth quarter of 2010. Within the scope of the above-mentioned project, the YOOX Group had, at June 30, 2011, obligations to purchase material assets for an amount equal to Euro 4,023 thousand which will be sustained overall in the years 2011 – 2016. The significant increase in assets under construction and payments on account for a net amount of Euro 2,421 thousand is due entirely to the above-mentioned investment in the techno-logistics platform, which only became fully operational at the beginning of the third quarter of 2011. There have also been investments in technological infrastructures as well as the renewal/completion of the Zola Predosa premises and the new offices in Milan. Depreciation in the period totalled Euro 1,155 thousand. Note that at June 30, 2011 there were no liens or mortgages on YOOX Group tangible assets. Moreover, no impairment losses or revaluations were carried out on items of property, plant and equipment in the first half of 2011. In the period under review, no borrowing costs were ascribed to asset entries in the statement of financial position. 9.14 Intangible assets with finite useful life Intangible assets amounted to Euro 9,728 thousand at June 30, 2011. The following is a summary of changes in intangible assets with finite useful life in the first half of 2011:

Des

crip

tio

n

His

tori

cal

co

st

Incr

ease

s

Dec

reas

es/R

ecla

ssif

ied

His

tori

cal

co

st

Ac

c. a

mo

rtis

ati

on

A

mo

rt.

Ac

c. a

mo

rtis

ati

on

N

et c

arry

ing

am

ou

nt

Net

car

ryin

g

amo

un

t at

Dec

em

ber

31,

20

10

at J

un

e 30

,

2011

at D

ece

mb

er 3

1,

2010

at

Ju

ne

30,

20

11at

Dec

em

ber

31,

20

10at

Ju

ne

30,

2011

D

eve

lop

me

nt

co

sts

9,30

5

- -

9,30

5

(3,1

50)

(1,2

85)

(4,4

35)

6,15

5

4,87

0

So

ftw

are

and

lic

ence

s

2,87

3

317

- 3,

190

(2

,264

) (2

19)

(2,4

83)

609

707

Bra

nd

s an

d o

ther

rig

hts

19

7 11

2 -

309

(92)

(1

5)

(107

) 10

5 20

2

Tra

dem

arks

and

pat

ents

19

7 11

2

- 30

9 (9

2)

(15)

(1

07)

105

202

As

set

s u

nd

er d

eve

lop

me

nt

- 3,

684

-

3,68

4

- -

- -

3,68

4

Oth

er

1,51

9

94

- 1,

613

(1

,259

) (8

9)

(1,3

48)

260

265

Oth

er in

tang

ible

ass

ets

1,51

9

94

- 1,

613

(1

,259

) (8

9)

(1,3

48)

260

265

Gen

era

l To

tal

13,8

94

4,20

7

- 18

,101

(6

,765

) (1

,608

) (8

,373

) 7,

129

9,

728

The

prin

cipa

l cha

nges

in th

ese

item

s du

ring

the

perio

d ar

e de

scrib

ed b

elow

.

YOOX GROUP


YOOX GROUP


Development costs During the first half of 2011, the item assets under development increased by Euro 3,684 thousand due almost entirely to consistent investments made by the Group in long-term development projects. These are costs incurred by YOOX S.p.A. for specific projects aimed at the on-going 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. Other investments in intangible assets refer mainly to software, licences and other Group intangible activities. Software and licences The increase of Euro 317 thousand in this item includes expenditure with long-term benefits, principally relating to the acquisition of software licences to build the infrastructure of the Online Stores. Brands and other rights The value of this item at June 30, 2011 stood at Euro 202 thousand, an increase of Euro 112 thousand during the period in question. It mainly comprises expenses incurred by the Parent Company in acquiring and registering national and international trademarks. Amortisation in the period totalled Euro 1,608 thousand. 9.15 Deferred tax assets

Description Balance at June 30, 2011 Balance at December 31, 2010 Change

Deferred tax assets 5,142 5,456 (314)

Total 5,142 5,456 (314)

Deferred tax assets fell by 5.7%, from Euro 5,456 thousand at December 31, 2010 to Euro 5,142 thousand at June 30, 2011. Deferred tax assets at June 30, 2010 were recognised mainly in relation to: the provisions for obsolete inventories; the provisions for risks and charges (provisions for disputes, provisions for fraud and provisions for theft and

loss, respectively); directors’ fees unpaid at June 30, 2011; unissued and non-deductible credit notes; Euro 4,613 thousand in deferred tax assets recognised in 2010 were also reversed. It should also be noted that the amount in the income statement does not include the Euro 269 thousand of deferred tax assets for the share premium reserve, in compliance with provisions of IAS 32. The deferred tax assets reversed include deferred tax assets directly against the share premium reserve of Euro 537 thousand set aside in the financial year 2009. Deferred tax assets posted to provisions, 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.

YOOX GROUP


9.16 Other non-current financial assets Other non-current financial assets at June 30, 2011 stood at Euro 581 thousand (Euro 507 thousand at December 31, 2010) and refer, in the main, to rental contracts and energy and gas service administration contracts and existing agreements with Paymentech relating to reserves to guarantee repayment of sales values, as well as the deposit paid during the fourth quarter of 2010 for the establishment of the company subject to Chinese law, Mishang Trading (Shanghai) Co. Ltd., 100% controlled by the Parent YOOX S.p.A. It should be noted that other non-current financial assets are payable in more than five years. 9.17 Inventories


Inventories 86,527 76,311 10,216

Total 86,527 76,311 10,216

Inventories at June 30, 2011 and December 31, 2010 break down as follows: Description Balance at June 30, 2011 Balance at December 31, 2010 Change

Inventories of raw materials, consumables and supplies 599 376 223

Total 599 376 223

Finished products and goods 93,365 81,980 11,385

Provision for obsolete finished products and goods (7,438) (6,045) (1,393)

Total 85,927 75,935 9,992

Total net inventories 86,527 76,311 10,216

Inventories rose by 13.4% from Euro 76,311 thousand at December 31, 2010 to Euro 86,527 thousand at June 30, 2011, and relate to goods that have been purchased for subsequent resale online. The increase that can be observed is only partly connected to the growth in volumes in the first half of 2011. The Group’s business model makes provision for the early procurement of the goods in relation to the sales season. At June 30, 2011, 81.3% of the carrying amount of goods inventories (2011 Spring/Summer and 2011-2012 Autumn/Winter), including the impairment allowance, consists of goods already for sale and goods purchased for sale in subsequent months (2012 Spring/Summer collection). Goods from previous collections and/or obsolete goods are written down with a provision for obsolete finished products and goods, calculated using the estimated realisable value of the goods. The reserve for obsolete finished products and goods has a carrying amount deemed appropriate for the actual quantities of obsolete or slow-moving goods on hand.

YOOX GROUP


9.18 Trade receivables The breakdown of trade receivables at June 30, 2011 is as follows:


Due from customers 4,147 3,963 184

Other trade receivables 4,896 5,501 (606)

Allowance for impairment (80) (80) -

Total 8,963 9,384 (422)

The receivables due from customers are fully recoverable within 12 months and relate to trade receivables for the sale of goods to individuals. Other trade receivables mainly relate to receivables from Online Stores, chiefly for the provision of services. This item includes, among other things, services in progress which 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 year based on the stage of service completion. The allowance for impairment covers specific risks relating to unpaid receivables and other receivables not considered recoverable. Provisions made during the periods adjust the receivables to their estimated realisable value. During the half-year in question, no further provision had to be made to the allowance for impairment which remained unchanged compared with December 31, 2010. Pursuant to IFRS 7, Note 10 provides information on the maximum credit risk classed according to due dates, gross of the allowance for impairment. 9.19 Other current assets


Other current assets 7,216 7,318 (102)

Total 7,216 7,318 (102)

The following is a breakdown of other current assets at June 30, 2011:


Other receivables 818 3,893 (3,076)

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

Travel and payroll advances to employees - 4 (4)

Due from acquirers 1,578 1,724 (146)

Prepayments 1,380 988 392

Tax receivables 3,539 901 2,638

Hedging derivatives 123 29 94

Total 7,216 7,318 (102)

The item “Other receivables” includes:

mainly credit notes received from suppliers for which the latter must still refund money to the Company and from advance payments to the supplier for the purchase of goods for which the corresponding goods have not yet been received (e.g.: payments on order, pre-payments);

Euro 216 thousand in receivables for sums paid to the Parent’s tax representative in Greece and fully

impaired.

YOOX GROUP


The significant decrease at June 30, 2011 compared with December 31, 2010 is precisely due to the lower amount of advances to suppliers for the purchase of goods. The allowance for impairment – receivables from others, as previously mentioned, 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 June 30, 2011. The “Prepayments” item mainly comprises costs relating to future periods but incurred in the first half of 2011. 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 VAT receivables. 9.20 Cash and cash equivalents and financial current assets The breakdown of the item “Cash and cash equivalents” at June 30, 2011 is as follows:


Bank and postal accounts 12,058 24,180 (12,122)

Cash and cash equivalents on hand 9 8 1

Total cash 12,067 24,188 (12,121)

The following is a breakdown of current financial assets at June 30, 2011:


Banca Pop. di Novara securities account - 5,000 (5,000)

Adjustment to the Amortised Cost of current financial assets - 82 (82)

Total current financial assets - 5,082 (5,082)

Cash and cash equivalents totalled Euro 12,067 thousand as of June 30, 2011, 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, equal to Euro 5,082 thousand at December 31, 2010, refer to Repurchase Agreements with a low risk short-term profile (less than twelve months) agreed with major national Credit Institutions with a high credit rating. 9.21 Equity attributable to owners of the Parent The breakdown of changes in equity at June 30, 2011 is presented in a separate table. The share capital of Euro 528 thousand at June 30, 2011 (Euro 518 thousand at December 31, 2010) increased over the course of the first half of 2011 following the exercise of the stock options on the part of the beneficiaries in question. In this regard it should be noted that on January 17, 2011, 104,000 ordinary shares were granted following the exercise of 2,000 options relating to the 2007-2012 stock option plan, on January 28, 2011, 508,716 ordinary shares were granted following the exercise, during the month of December 2010, of 9,783 options relating to the 2001-2003, 2003-2005 and 2006-2008 stock option plans, on February 14, 2011, 104,000 ordinary shares were granted following the exercise of 2,000 options relating to the 2007-2012 stock option plan, on March 14, 2011, 138,632 ordinary shares were granted following the exercise of 2,666 options relating to the 2007-2012 stock option plan, on April 14, 2011, 63,856 ordinary shares were granted following the exercise of 1,228 options relating to the 2007-2012 stock option plan, on May 13, 2011, 93,600 ordinary shares were granted following the exercise of 1,800 options relating to the 2007-2012 stock option plan, for a total sum of Euro 10 thousand.

YOOX GROUP


The reserves are composed as follows: - the share premium reserve was Euro 56,586 thousand at June 30, 2011 (Euro 55,390 thousand at

December 31, 2010); this reserve increased over the course of the first half of 2011 following the exercise of the stock options on the part of the beneficiaries in question. In this regard it should be noted that on January 17, 2011, 104,000 ordinary shares were granted following the exercise of 2,000 options relating to the 2007-2012 stock option plan, on January 28, 2011, 508,716 ordinary shares were granted following the exercise, during the month of December 2010, of 9,783 options relating to the 2001-2003, 2003-2005 and 2006-2008 stock option plans, on February 14, 2011, 104,000 ordinary shares were granted following the exercise of 2,000 options relating to the 2007-2012 stock option plan, on March 14, 2011, 138,632 ordinary shares were granted following the exercise of 2,666 options relating to the 2007-2012 stock option plan, on April 14, 2011, 63,856 ordinary shares were granted following the exercise of 1,228 options relating to the 2007-2012 stock option plan, on May 13, 2011, 93,600 ordinary shares were granted following the exercise of 1,800 options relating to the 2007-2012 stock option plan, for a total sum of Euro 1,465 thousand. The increase in the share premium reserve was recognised net of Euro 269 thousand in deferred tax assets accrued in 2009 and since released pursuant to IAS 32, and totalled Euro 1,196 thousand net of prepaid taxes;

- legal reserve, which totalled Euro 193 thousand at June 30, 2011 (Euro 193 thousand at December 31, 2010), consists of accruals of 5% of Parent profits every year. This reserve did not increase in the first half of 2011 since it had reached the limit imposed by article 2430 of the Italian Civil Code at December 31, 2009;

- translation reserve: this reserve, which has a negative balance of Euro 191 thousand as of June 30, 2011 (compared with a positive balance of Euro 313 thousand as of December 31, 2010), reflects exchange rate differences arising from the translation of financial statements in foreign currency. In the first half of 2011, this reserve decreased by Euro 504 thousand;

- reserve for future increases in share capital and share premium reserve, which amounted to Euro 291 thousand at June 30, 2011 (Euro 935 thousand at December 31, 2010), includes liabilities to individuals who had paid to exercise stock options at June 30, 2011, but to whom the Company had not made the corresponding ordinary shares available by the end of the year;

- reserve for purchasing treasury shares equal to a negative balance of Euro 362 thousand (negative balance of Euro 362 thousand at December 31, 2010). On July 13, 2010, the Company reported that it had started a programme to buy back its own shares, implementing the decisions taken by the Shareholders’ Meeting on October 7, 2009 and by the Board of Directors on July 1, 2010. The share buyback programme is aimed at obtaining the necessary shares for its 2009-2014 Incentive Plan for the employees at YOOX S.p.A. and its subsidiaries and approved by the Shareholders’ Meeting on September 8, 2009. Today, the Group has purchased 62,000 ordinary shares of YOOX S.p.A. equal to 0.1214% of the current share capital at an average unit price of Euro 5.836485 per share, including commissions, for a total value of Euro 361,862.06. The purchase of its own shares is accounted for as a direct decrease in equity in compliance with the provisions of IAS 32;

- other reserves, equal to Euro 10,074 thousand at June 30, 2011 (Euro 7,957 thousand at December 31, 2010) include the reserve for the evaluation of the stock options at fair value of Euro 10,160 thousand and the reserve for the hedge cash flow with a negative balance of Euro 87 thousand for the IRS with BNL financing;

- retained earnings (losses carried forward) amount to a loss carried forward of Euro 3,752 thousand at June 30, 2011 (Euro 5,364 thousand at December 31, 2010), an increase of Euro 9,117 thousand due to the allocation of profit for 2010.

9.22 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.

YOOX GROUP


With reference to the stock option plans and company incentive plans involving a total of 16,914,664 shares reserved for employees, associates, consultants and directors of the Company and its subsidiaries, at June 30, 2011 the Board of Directors had granted the following options, outlined in the table below:

Stock option plans

Granted (a) Expired (b) Exercised (c)

Total granted, not expired or

exercised (d = a-b-c)

Granted, not vested

Granted, vested, not exercisable

Granted, vested and exercisable

2001 – 2003 80,575 31,560 39,174 9,841 4,591 0 5,250

2003 – 2005 36,760 3,000 11,247 22,513 21,513 1,000 0

2004 – 2006 32,319 12,650 4,938 14,731 12,231 1,500 1,000

2006 – 2008 31,303 200 11,998 19,105 14,703 0 4,402

2007 – 2012 102,600 3,650 20,666 78,284 73,334 4,950 0

2009 – 2014 69,114 4,812 0 64,302 44,956 0 19,346

Total 352,671 55,872 88,023 208,776 171,328 7,450 29,998

At June 30, 2011, 22,483 options may be granted under the above plans. The table below shows the exact prices for the options assigned that have not expired or been exercised.

Strike prices

€ 15.91 € 46.48 € 59.17 € 106.50 € 131.78 € 277.68 € 305.24 € 360.88 € 407.16 € 489.32 € 578.24 Options

Total Share Total

2001-2003 1,250 5,091 0 3,500 0 0 0 0 0 0 0 9,841 511,732

2003-2005 0 20,673 0 1,840 0 0 0 0 0 0 0 22,513 1,170,676

2004-2006 0 10,531 0 2,500 1,700 0 0 0 0 0 0 14,731 766,012

2006-2008 0 0 19,105 0 0 0 0 0 0 0 0 19,105 993,460

2007-2012 0 0 73,334 4,950 0 0 0 0 0 0 0 78,284 4,070,768

2009-2014 0 0 0 0 0 42,318 13,002 963 1,755 1,926 4,338 64,302 3,343,704

Grand Total 1,250 36,295 92,439 12,790 1,700 42,318 13,002 963 1,755 1,926 4,338 208,776 10,856,352

It should be pointed out that: - on February 9, 2011, the Board of Directors of the Parent granted 1,926 options valid for the

subscription of 100,152 shares at a subscription price per share of Euro 9.41, which is calculated by taking the weighted average of the prices recorded by the shares on the Mercato Telematico Azionario (MTA), the electronic stock market organised and managed by Borsa Italiana S.p.A., during the 30 (thirty) trading days prior to the Grant Date;

- on May 9, 2011, the Board of Directors of the Parent granted 4,338 options valid for the subscription of 225,576 shares at a subscription price per share of Euro 11.12, which is calculated by taking the weighted average of the prices recorded by the shares on the Mercato Telematico Azionario (MTA), the electronic stock market organised and managed by Borsa Italiana S.p.A., during the 30 (thirty) trading days prior to the Grant Date.

Granting of shares On July 1, 2010, the Board of Directors of the Parent Company approved the 2009-2014 Incentive Plan in compliance with the approval of the Ordinary Shareholders’ Meeting on September 8, 2009. A share purchase programme was set up for this purpose in order to comply with the decision of the Shareholders’ Meeting on October 7, 2009 and the Board of Directors on July 1, 2010. The share purchase programme was aimed at acquiring sufficient shares for the 2009-2014 Incentive Plan for employees of the

YOOX GROUP


Parent Company and its subsidiaries. In particular and in compliance with the decision of the Board of Directors of July 1, 2010, the programme involves the purchase of YOOX S.p.A. ordinary shares, with no indication of the par value, up to a maximum of 312,000 ordinary shares, equal to 0.6107% of the share capital at the purchase date (period from July 2 to July 7, 2010). At June 30, 2011, the Parent Company has purchased, through Mediobanca Banca di Credito Finanziario S.p.A., in the period from July 2, 2010-July 7, 2010, a total of 62,000 YOOX S.p.A. ordinary shares, representing 0.1175% of the share capital at June 30, 2011, at an average price of Euro 5.836485 per share before fees, for a total of Euro 361,862.06. At June 30, 2011, a total of 168,696 ordinary shares were granted to 58 employees of the Group. 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 plans via the issue of up to 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 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 plans 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 plans 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 plans 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 plans 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.

YOOX GROUP


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 plans 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 Euro 1.1379 for each share up to 4,784,000 new shares and Euro 2.0481 for each share up to 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 commencement of trading in shares of the Company on the STAR segment of the Mercato Telematico Azionario, the electronic stock market organised and managed by Borsa Italiana S.p.A., excluding voting rights pursuant to article 2441, paragraphs 5 and 8 of the Italian Civil Code, this being the increase to service the incentive plan approved at the Ordinary Shareholders’ Meeting for directors, employees and consultants. 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 same meeting) for a total nominal amount of Euro 47,320 in capital and with a unit price of Euro 0.01. The new shares will carry the same dividend rights as the other shares outstanding at the time of their subscription. 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 and company incentive 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 June 30, 2011: 21,463 options, corresponding to 1,116,076 shares, by the Extraordinary Shareholders’ Meeting of March

22, 2000, as subsequently amended 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, as subsequently amended 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, as subsequently amended 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, as subsequently amended 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)21;

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

21 The Board of Directors took partial advantage of the powers conferred pursuant to article 2443 of the Italian Civil Code and increased the share capital to

service the stock option plan by means of the issue of up to 5,176,600 new ordinary shares, which correspond to 99,550 options.

YOOX GROUP


9.23 Medium-long term financial liabilities - bank loans and other financial liabilities At June 30, 2011, financial liabilities amounted to Euro 7,921 thousand and mainly comprised the partial use of the medium/long-term credit line agreed with the Banca Nazionale del Lavoro for the financing of the investment in the techno-logistics platform to the tune of Euro 5,125 thousand. The remaining financial liabilities refer to leasing agreements with the BNP Paribas Lease Group for a total of Euro 1,447 thousand (of which Euro 613 thousand is short-term) to finance investments in technology, the short-term use of a Hot Money credit line equal to Euro 1,039 thousand and the residual debt of the loan provided by Simest (Società Italiana per le Imprese all’Estero) of Euro 309 thousand (of which Euro 154 thousand is short-term).


Medium-long term financial liabilities 6,114 846 5,268

Bank loans and other current financial liabilities 1,807 5,600 (3,793)

Total 7,921 6,446 1,475

It should be noted that at March 10, 2011 a loan contract was signed with the Banca Nazionale del Lavoro (“the Bank”) for Euro 15 million, intended to support investments planned by YOOX S.p.A. for the period 2010 – 2012 and specifically involving the creation of an automated warehouse in the Interporto zone in Bologna. The loan must be fully advanced within 15 months of the date of signing the contract. If this does not happen because YOOX S.p.A. has not made a request or for another reason attributable to it, it is understood that the undrawn balance of the loan will be permanently renounced. YOOX S.p.A. undertakes to pay the “Bank” interest on the loan quarterly in arrears, calculated according to the actual number of days elapsed divided by 365, at the nominal annual rate equal to the interbank rate for three month Euribor. This rate will be increased by an annual 1.20 point spread in favour of the “Bank”. Starting from checking in the consolidated financial statements at December 31, 2010, the spread can change automatically, on the basis of the accounting figures in the financial statements of YOOX S.p.A. and in the interim report, starting with the financial statements at December 31, 2010, in relation to the performance of the ratio between the Net Financial Position and EBITDA, excluding incentive plans (debt cover ratio) as calculated and notified by YOOX S.p.A. to the “Bank” and verified by it, under the terms indicated below.

Parameter Spread

a) more than or equal to 2: 1.40% per year b) less than 2: 1.20% per year

at the planned checking dates, should the Net Financial Position be “positive” at the same time as EBITDA, excluding incentive plans greater than zero, then the spread applied would be 1.00% per year. The change of the spread, under the above terms, runs from the first interest period immediately following each of the checks. The above-mentioned financial parameters will be checked half-yearly. Specifically, they should be calculated at the end of December each year, with reference to the data from the consolidated financial statements of YOOX S.p.A and at June 30 each year, on the basis of the director’s reports, containing all the accounting data of YOOX S.p.A. for each half-year in relation to the financial position, income statement and cash flow position, including EBITDA, excluding incentive plans, calculated on a rolling basis, in other words from June 30 of the previous year to June 30 of the year in question. The previously mentioned financial parameters were determined and the “Bank” notified for the first time according to the financial statements at December 31, 2010. For this purpose YOOX S.p.A. is obliged to give the “Bank” the Group’s consolidated annual financial statements within 10 working days following their approval by the YOOX Board of Directors. YOOX S.p.A. also undertakes to pay the “Bank”, at the same time as the contract is signed, a one-off fee of 0.7% of the amount of the loan including arrangement expenses. This amount should be considered final and therefore no other commission can be requested by way of fee or arrangement commission in connection with the granting of this loan. The loan will have a term of 60 months, must be utilised within 15 months from the date of signing the loan agreement and will be administered according to the terms and conditions set out in article 1 of the contract.

YOOX GROUP


The loan must be repaid by quarterly instalments, in arrears, on March 10/June 10/September 10 and December 10 every year. Repayment of the loan starts on June 10, 2012 and therefore the first instalment will be due on September 10, 2012 and the last on March 10, 2016. With regard to the above, YOOX S.p.A. is obliged to pay the “Bank” 15 quarterly instalments, made up of principal, plus interest calculated at the determined rate. Interest during the drawdown period will also be paid quarterly in arrears at the aforesaid due dates. Commitments of a financial nature (Covenants) The Company recognises, for the purposes of article 1461 of the Italian Civil Code, the importance of complying with the following financial indicators, as evaluated in the consolidated financial statements in the name of YOOX S.p.A., accepting that the “Bank” may terminate the contract if the financial situation recorded in the consolidated financial statements does not comply with the following parameters, or even with only one of them, at the dates listed below:

1) the ratio between the Net Financial Position and the EBITDA (excluding the incentive plans) should not be more than 2.5 times, until the whole loan has been repaid;

2) the ratio between the Net Financial Position and the Shareholders’ Equity should not be more than one time, until the whole loan has been repaid.

YOOX S.p.A. will notify the “Bank” of the above financial parameters annually and, starting from the first half of 2011, half-yearly as well. Specifically, they should be calculated at the end of December each year, with reference to the data from the consolidated financial statements of YOOX S.p.A. and, starting from the first half of 2011, at June 30 of each year, on the basis of the director’s reports, containing all the accounting data of YOOX S.p.A. for each half-year in relation to the financial position, income statement and cash flow position, including EBITDA (excluding incentive plans) calculated on a rolling basis, in other words from June 30 of this year to June 30 of the year in question. The above financial parameters will be checked for the first time according to the financial statements at December 31, 2010. For this purpose YOOX S.p.A. is obliged to give the “Bank” the YOOX annual consolidated financial statements within 10 working days following their approval by the Shareholders’ Meeting and the YOOX consolidated quarterly financial statements within 10 days following their approval by the Board of Directors. If even only one of the above parameters is not complied with, YOOX S.p.A., without prejudice to the right of the “Bank” to terminate the contract, undertakes to agree with the “Bank”, within 30 working days of its request the equity, financial and management operations, required to ensure that the parameters in question comply with the set terms, or, alternatively, to repay the loan in advance at the end of the then current interest period. In relation to the above-mentioned loan agreed with Banca Nazionale di Lavoro, it should be noted that at June 30, 2011, as at December 31, 2010, the above financing parameters were complied with by the Group. It should also be noted that the syndicated bank loan, with UniCredit Corporate Banking S.p.A. as lead bank, was fully repaid on December 15, 2009. It should also be noted that the financing line remained unused at June 30, 2011. The terms of the above loan were renegotiated by the signing of an agreement modifying the stand-by revolving syndicated loan contract on February 17, 2010, applicable from December 15, 2009. As far as the terms of the contract in force until December 31, 2009 are concerned, please refer to the notes to the consolidated financial statements at December 31, 2010. The changes resulting from the modifying supplemental stand-by revolving syndicated loan agreement of June 16, 2008 are described below. The modifying agreement is dated February 17, 2010 and is effective from December 15, 2009: a) in accordance with article 6-ter of the Contract (Definitive renunciation of the option to utilise and/or re-utilise

the loan), at the maturity date of December 15, 2009 fixed in the reduction/repayment plan, the Company hereby declares that it waives, without the imposition of any penalty, its right to utilise Euro 5,250,000 of the loan amount, thereby definitively cancelling this amount from the loan amount. However, it is understood that, in a partial amendment to Article 2.B (Terms and methods of utilisation) of the Contract, as of December 15, 2009 (i) the credit line available to the company will amount to Euro 13,125,000 in total, and (ii) the amount of each drawdown will be no less than Euro 375,000, or a multiple of this amount;

YOOX GROUP


b) in view of point (a) above, and of article 9 (Amendments to the reduction plan), the banks and the Company hereby declare and recognise by mutual agreement that, as of December 15, 2009, the repayment/reduction plan described in article 3 (Modalities and terms of repayment) of the Contract is amended as follows:

Repayment plan

Date Amount Remaining loan

December 15, 2009 13,125,000

June 15, 2010 1,875,000 11,250,000

December 15, 2010 1,875,000 9,375,000

June 15, 2011 1,875,000 7,500,000

December 15, 2011 1,875,000 5,625,000

June 15, 2012 1,875,000 3,750,000

December 15, 2012 1,875,000 1,875,000

June 15, 2013 1,875,000 -

c) in the light of the previous points (a) and (b) above, the parties hereby recognise and state that article 3-bis

(Obligatory early repayment) of the Contract will no longer apply and shall be deemed to be annulled as of December 15, 2009. Any reference made in the Contract or its appendices to the aforementioned article 3-bis or its content shall therefore be considered inapplicable;

d) as a partial amendment to article 14 (Covenants) of the Contract, the banks and the Company recognise and

agree that, as of December 31, 2009, the official consolidated financial statements of the Company, periodically approved, will be drawn up in accordance with International Financial Reporting Standards (IFRS). It is also understood that the indicators below, which are contained in the aforementioned article 14 of the Contract, will have the following new definitions:

1) IFN or PNF (Net Financial 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 liabilities falling due within one year, other current financial liabilities and non-current financial liabilities. Net financial debt is not recognised as an accounting item under Italian GAAP or the IFRS endorsed by the European Union;

2) EBITDA or MOL (gross operating margin): is profit before depreciation and amortisation, non-recurring

expenses, financial income and expenses and income taxes. EBITDA is not recognised as an accounting item under Italian GAAP or the IFRS endorsed by the European Union.

In the event that the net financial position and EBITDA, as defined above, are both positive, the company is considered to be in compliance with the covenants described in a), b) and c) of article 14 of the Contract by simply notifying the lead bank – within 30 days after the approval date of each of the financial statements – of the levels of the above indicators, without the Compliance Certificate described in the said article 14 of the Contract. At June 30, 2011 as at December 31, 2010, the above conditions (positive net financial position and positive EBITDA) have been met and the Group is therefore automatically deemed to have respected the covenants. e) The banks and the company hereby agree to eliminate from article 13 (Obligations) of the contract,

provisions i) and m/3) and to replace them with the following provisions: i) the company undertakes to inform the lead bank in writing of the assumption of financial debt even if equal to

or less than Euro 5,000,000.00 in principal, no later than five bank working days from the date the loan was contracted; m/3) the company will have the right to contract financial debt amounting to more than Euro 5,000,000.00 only with the written consent of the banking syndicate, granted via the lead bank, no later than five bank working days from receipt of the request for approval on the part of the company.

YOOX GROUP


Net financial position The table below gives a breakdown of net financial position at June 30, 2011: Description Balance at June 30, 2011 Balance at December 31, 2010 Change

Cash and cash equivalents 12,067 24,188 (12,120)

Current financial assets - 5,082 (5,082)

Other current financial assets 122 29 93

Bank loans and other borrowings (1,807) (5,600) 3,794

Other current financial liabilities (126) (26) (100)

Net short-term financial position 10,257 23,672 (13,415)

Medium-long term financial liabilities (6,114) (846) (5,268)

Net financial position(1) 4,143 22,826 (18,683)(1) As defined in CONSOB Communication DEM/6064293 of July 28, 2006 in accordance with CESR recommendations of February 10, 2005.

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, capable of supporting future development plans. Cash and cash equivalents totalled Euro 12,067 thousand at June 30, 2011, 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, equal to Euro 122 thousand, are mainly made up of the fair value of forward exchange rate contracts to hedge against foreign exchange risk. At June 30, 2011, financial liabilities amounted to Euro 7,921 thousand and mainly comprised the partial use of the medium/long-term credit line agreed with the Banca Nazionale del Lavoro for the financing of the investment in the techno-logistics platform to the tune of Euro 5,125 thousand. The remaining financial liabilities refer to leasing agreements with the BNP Paribas Lease Group for a total of Euro 1,447 thousand (of which Euro 613 thousand is short-term) to finance investments in technology, the short-term use of a Hot Money credit line equal to Euro 1,039 thousand and the residual debt of the loan provided by Simest (Società Italiana per le Imprese all’Estero) of Euro 309 thousand (of which Euro 154 thousand is short-term). 9.24 Employee benefits This item refers exclusively to the borrowings for post-employment benefits recorded by the Parent in accordance with current legislation. Changes in defined benefit plans for employees in the first half of 2011 are summarised below:

Description Balance at December 31, 2010 Provisions Utilisation Balance at June 30, 2011

Employee benefits 213 6 (8) 211

The main demographic and economic technical principles taken into consideration for the actuarial calculation of liabilities for benefits to employees at June 30, 2011, are consistent with those highlighted for performing the actuarial calculation at December 31, 2010. 9.25 Deferred tax liabilities Deferred tax liabilities decreased by 17.4%, from Euro 69 thousand at December 31, 2010 to Euro 57 thousand at June 30, 2011. Deferred tax liabilities at June 30, 2011 were recognised in relation to: unrealised foreign exchange gains at June 30, 2011;

YOOX GROUP


financial instruments at fair value;

the effect of IAS 17 (finance leases). Euro 72 thousand in deferred tax liabilities accrued in 2010 was also reversed. 9.26 Provisions for current and non-current risks and charges This item reflects provisions for estimated current liabilities at June 30, 2011, the timing and extent of which cannot be determined. The following table shows the breakdown of the item and changes in the first half of 2011:

Description Balance at

December 31, 2010 Increases Adjustments UtilisationBalance at

June 30, 2011

Provision for theft and loss 95 108 - (161) 42

Provision for fraud 615 2 - (173) 444

Other provisions for risks and charges 167 - 74 (167) 74

Total provisions for current risks and charges 877 110 74 (501) 560

Other provisions for risks and charges 116 - (74) - 42

Total provisions for non-current risks and charges 116 - (74) - 42

Total provisions for risks and charges 993 110 - (501) 602

During the first half of the year, Euro 161 thousand was used from the provision for theft and loss. A further accrual of Euro 108 thousand was considered sufficient following a new estimate. During the first half of the year, Euro 173 thousand was used from the provision for fraud. A subsequent accrual of Euro 2 thousand to cover fraud linked with online sales paid for by credit card is considered adequate in line with the new estimate. 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 “Other provisions for current and non-current risks and charges” includes provisions for risks for liabilities of a probable nature, in compliance with IAS 37. During the first half of 2011, Euro 167 thousand was used from the item “Other provisions for current and non-current risks and charges” and there have been no further increases. 9.27 Trade payables The following table shows a breakdown of trade payables at June 30, 2011:


Due to suppliers 49,152 49,576 (424)

Credit notes to be received from suppliers (814) (680) (134)

Due to credit card operators 73 47 26

Total 48,410 48,943 (533)

Trade payables went from Euro 48,943 thousand at December 31, 2010 to Euro 48,410 thousand at June 30, 2011, a decrease of 1.1%. Trade payables are all payables relating to purchases of goods and services from the Group’s suppliers. Payables are recorded at their par value. Since all payables fall due within one year, 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 intangible assets.

YOOX GROUP


9.28 Tax liabilities Current tax payables relate exclusively to the current income tax liability of the Parent and its foreign subsidiaries. During the course of the half-year there was a 36.4% fall of Euro 889 thousand going from Euro 2,441 thousand at December 31, 2010 to Euro 1,552 thousand at June 30, 2011 as a result of the effect of the payment of the 2010 balance and the first 2011 payment on account which was made in the first half of 2011 for subsidiaries. 9.29 Other payables The following table shows a breakdown of other payables at June 30:


Due to social security institutions 1,580 1,435 145

Credit notes to be issued to customers 3,809 5,367 (1,558)

Due to directors 264 543 (281)

Due to employees 2,011 1,756 255

Due to fiscal representatives 2,858 3,300 (442)

Other payables 3,335 3,477 (142)

Accrued expenses and deferred income 153 88 64

Total 14,009 15,968 (1,960)

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 2010 and 2009 exceeded the threshold set in article 41, paragraph 1, letter 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 credit notes to be issued to customers against certain payables for returns on sales made in the first half of 2011. Consolidated statement of cash flows 9.30 Profit for the period, taxes for the period, depreciation and amortisation, income taxes paid Details of profit for the period, taxes for the period, depreciation and amortisation and other non-monetary income statement items are provided in Notes 9.11, 9.10, 9.9, 9.5, 9.4 and 9.3 respectively. In relation to the tax charge in the first half of 2011 of Euro 2,014 thousand (Euro 2,273 thousand in the first half of 2010), tax payments amounting to Euro 2,601 thousand were made (Euro 5,838 thousand in the first half of 2010) relating to tax outstanding for the previous year and payments on account, calculated according to the respective tax regulations in force in the various countries in which the Group operates. 9.31 Other net non-monetary income and expenses Other net non-monetary income and expenses include non-monetary items on the income statement apart from income tax, depreciation and amortisation and provisions classified as a direct deduction from asset items (allowance for impairment and provisions for obsolescence). This includes provisions for defined benefit plans for employees (TFR), the measurement at fair value of stock option plans and company incentive plans, provisions for risks and charges, capital gains and capital losses, unrealised foreign exchange fluctuations and recognised interest income and expenses. In relation to these last items, interest received and interest paid are presented separately.

YOOX GROUP


9.32 Change in trade receivables, inventories and trade payables This item reports the use or generation of cash relative to net working capital, i.e. changes in trade receivables, inventories and trade payables. Changes in trade payables refer exclusively to supplies of raw materials, goods and services, excluding the change in payables to suppliers of investments, which are reported in the section of the statement of cash flows generated by or used in investing activities. 9.33 Change in other current assets and liabilities This item reflects the change in all other current assets and liabilities, net of the effects of recognising non-monetary income and expenses, i.e. the change in the balances with a direct effect on the use or generation of cash. 9.34 Acquisition of property, plant and equipment Cash flow from the acquisition of property, plant and equipment reflects both expenditure to replace plant and expenditure on new plant. The amount reported also includes the change in investment payables. 9.35 Acquisition of other intangible assets Cash flow for acquisition of other intangible assets relates to investments in licences and software and the capitalisation of development costs (for a breakdown of these, see Note 9.14). Capitalisations are classified among cash flow generated from/used in investing activities since they involve a cash outflow associated with the internal costs incurred (mainly personnel expenses). These outflows were broadly in line with costs capitalised during the year. 9.36 Acquisition of other non-current financial assets Other non-current financial assets at June 30, 2011 stood at Euro 581 thousand (Euro 507 thousand at December 31, 2010) and refer, in the main, to rental contracts and energy and gas service administration contracts and existing agreements with Paymentech relating to reserves to guarantee repayment of sales values, as well as the deposit paid during the fourth quarter of 2010 for the establishment of the company subject to Chinese law, Mishang Trading (Shanghai) Co. Ltd., 100% controlled by the Parent YOOX S.p.A. It should be noted that other non-current financial assets are payable in more than five years. 9.37 Increase in share capital and share premium reserve The share capital of Euro 528 thousand at June 30, 2011 (Euro 518 thousand at December 31, 2010) increased over the course of the first half of 2011 following the exercise of stock options on the part of the beneficiaries in question. In this regard it should be noted that on January 17, 2011, 104,000 ordinary shares were granted following the exercise of 2,000 options relating to the 2007-2012 stock option plan, on January 28, 2011, 508,716 ordinary shares were granted following the exercise, during the month of December 2010, of 9,783 options relating to the 2001-2003, 2003-2005 and 2006-2008 stock option plans, on February 14, 2011, 104,000 ordinary shares were granted following the exercise of 2,000 options relating to the 2007-2012 stock option plan, on March 14, 2011, 138,632 ordinary shares were granted following the exercise of 2,666 options relating to the 2007-2012 stock option plan, on April 14, 2011, 63,856 ordinary shares were granted following the exercise of 1,228 options relating to the 2007-2012 stock option plan, on May 13, 2011, 93,600 ordinary shares were granted following the exercise of 1,800 options relating to the 2007-2012 stock option plan, for a total sum of Euro 10 thousand. The share premium reserve was Euro 56,586 thousand at June 30, 2011 (Euro 55,390 thousand at December 31, 2010); this reserve increased over the course of the first half of 2011 following the exercise of stock options on the part of the beneficiaries in question. In this regard it should be noted that on January 17, 2011, 104,000 ordinary shares were granted following the exercise of 2,000 options relating to the 2007-2012 stock option plan, on January 28, 2011, 508,716 ordinary shares were granted following the exercise, during the month of December 2010, of 9,783 options relating to the 2001-2003, 2003-2005 and 2006-2008 stock option plans, on February 14, 2011, 104,000 ordinary shares were granted following the exercise of 2,000 options relating to the

YOOX GROUP


2007-2012 stock option plan, on March 14, 2011, 138,632 ordinary shares were granted following the exercise of 2,666 options relating to the 2007-2012 stock option plan, on April 14, 2011, 63,856 ordinary shares were granted following the exercise of 1,228 options relating to the 2007-2012 stock option plan, on May 13, 2011, 93,600 ordinary shares were granted following the exercise of 1,800 options relating to the 2007-2012 stock option plan, for a total sum of Euro 1,465 thousand. The increase in the share premium reserve was recognised net of Euro 269 thousand in deferred tax assets accrued in 2009 and since released pursuant to IAS 32, and totalled Euro 1,196 thousand net of prepaid taxes. The reserve for future increases in share capital and share premium reserve, which amounted to Euro 291 thousand at June 30, 2011 (Euro 935 thousand at December 31, 2010), includes liabilities to individuals who had paid to exercise stock options at June 30, 2011 but to whom the Company had not made the corresponding ordinary shares available by the end of the year. 9.38. Arrangement and repayment of medium/long-term financial liabilities Arrangement of other medium/long-term financial payables relates to loans from banks and other lenders, as described in Note 9.23. 9.39 Arrangement and repayment of short-term financial liabilities The change in short-term bank exposure is included in the change in short-term financial payables, since these are forms of short-term borrowing, as described in Note 9.23. 9.40 Investments in financial assets The repayment of current financial assets, equal to Euro 5,082 thousand, refers to Repurchase Agreements with a low risk short-term profile (less than twelve months) agreed with major national Credit Institutions with a high credit rating. 10. Disclosure of financial risks During the first half of 2011, 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 June 30, 2011, market risk 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 the first half of 2011 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 half-year period only hedge expected cash flows denominated in US dollars, for the equivalent of Euro 4,559 thousand at June 30, 2011, and in Japanese yen, for the equivalent of Euro 436 thousand. It was not

YOOX GROUP


considered necessary to hedge exposure to the UK pound, since the amount involved was not significant. No speculative derivative contracts were arranged in the first half of 2011 and in the preceding period. The subsidiaries and consolidated companies of the Parent YOOX S.p.A. are located in countries that do not belong to the European Monetary Union: United States, Japan, People’s Republic of China and Hong Kong. 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. Interest rate risk could occur when the Group needs to use the stand-by facility again or during the amortisation of the credit line of Euro 15,000 thousand agreed on March 10, 2011, to finance the new techno-logistics platform because the interest applied is indexed to the Euribor (Euro Interbank Offered Rate). An Interest Rate Swap (IRS) agreement was established in order to reduce this risk, at a fixed rate of 3.05%, for a nominal value of Euro 12,300 thousand with the same duration as the underlying loan signed with the Banca Nazionale del Lavoro. 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. YOOX has preferred to adopt a flexible approach, adapted to the dynamic nature of the business in which it operates, through recourse to credit lines which are committed on one side, in other words they do not include the possibility of the lenders asking for repayment before a pre-set date, and on the other side are revolving, in other words the Group has the possibility of repaying the individual uses rebuilding their availability. In addition, in order to finance the investment in the new techno-logistics platform, a credit line with a term of 60 months was supplied for a maximum amount of Euro 15,000 thousand which includes an amortisation schedule in 15 quarterly instalments starting from September 10, 2012 at the Euribor rate plus a spread of 120 bps. Net financial position at June 30, 2011 was positive at Euro 4,143 thousand. Credit risk with financial counterparties The YOOX Group has obtained lines of credit from leading Italian and international banks of high credit standing. 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. For information on the Group’s exposure and measurement of the above-mentioned financial risks, please refer to the information contained in the consolidated financial statements at December 31, 2010, in respect of which no significant variations have occurred at the present date.

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. Transactions outstanding at the end of the period Transactions outstanding as of June 30, 2011 and the related fair values are shown in the following table, which also shows the variation in the value of the underlying assets (where applicable). Going forward, detailed information is provided on individual transactions:

FIN

AN

CIA

L I

NS

TR

UM

EN

T

Cu

rren

cy

Fai

r va

lue

der

iva

tive

s

Fai

r va

lue

shif

t

Oth

er c

urr

ent

ass

ets

22O

ther

lo

ans23

Oth

er c

urr

ent

fin

anci

al a

sse

ts

wh

ich

do

no

t fo

rm

par

t o

f fi

xed

ass

ets

Med

ium

-L

on

g-t

erm

fi

nan

cial

lo

ans

Ban

ks a

nd

o

ther

fin

anci

al

bo

rro

win

gs

Ju

ne

30, 2

011

Dec

emb

er 3

1, 2

010

Jun

e 30

, 201

1Ju

ne

30, 2

011

Jun

e 30

, 201

1Ju

ne

30, 2

011

Jun

e 30

, 201

1

Rep

urch

ase

agre

eme

nts

E

ur

-82

(82)

--

--

-

BN

L lo

an

E

ur

--

--

--

5,12

5-

Hot

Mon

ey B

PE

R

Eur

-

--

--

--

1,03

9

Fin

anci

al le

asin

g

Eur

-

--

--

-83

461

3

Sim

est f

inan

cin

g

Eur

-

--

--

-15

515

4

To

tal

-82

(82)

--

-6,

114

1,80

6

Hed

gin

g

Nat

ure

of

hed

ged

ris

k

IRS

in

tere

st r

ate

(1

26)

-(1

26)

-(1

26)

--

-

For

wa

rd C

ontr

acts

cu

rren

cy24

12

23

119

122

--

--

Gen

eral

To

tal

(4)

3(7

)12

2(1

26)

-6,

114

1,80

6

22

T

he a

mou

nt r

epor

ted

here

rep

rese

nts

the

Fai

r V

alue

of t

he fo

rwar

d co

ntra

cts

exis

ting

at J

une

30, 2

011

and

rest

ated

in th

e ite

m “

Oth

er c

urre

nt a

sset

s” in

the

cons

olid

ated

sta

tem

ent o

f fin

anci

al p

ositi

on r

epre

sent

ing

ther

efor

e on

e of

thes

e.

23

The

am

ount

rep

orte

d he

re r

epre

sent

s th

e F

air

Val

ue o

f the

IR

S e

xist

ing

at J

une

30,

2011

and

res

tate

d in

the

item

“O

ther

loan

s” in

the

cons

olid

ated

sta

tem

ent

of f

inan

cial

pos

ition

rep

rese

ntin

g th

eref

ore

one

of th

ese.

2

4

Tra

nsac

ted

in U

SD

and

Jap

anes

e ye

n.

YOOX GROUP


YOOX GROUP


11. Information pursuant to IAS 24 on management remuneration and on related parties Transactions with related parties, as defined under IAS 24 and by CONSOB Regulation 1722 of March 12, 2010, at June 30, 2011 and at June 30, 2010 were restricted to commercial, administrative and financial services relationships with subsidiaries and other related parties. The transactions form part of normal business operations, within the usual scope of activity of each of the interested parties, and are carried out under normal market conditions. In this sense, a party is related to an entity if: (a) directly or indirectly through one or more intermediaries, the party:

(i) controls the entity, is controlled by it or is subject to joint control (including controlling or controlled entities and associated companies);

(ii) has significant influence in the entity; or (iii) jointly controls the entity;

(b) the party is an associated company (according to the definition set out in IAS 28 Investments in Associates)

of the entity; (c) the party is a joint venture in which the entity has a shareholding (see IAS 31 Investments in Joint

Ventures); (d) the party is one of the managers with strategic responsibilities at the entity or its controlling company; (e) the party is a close family member of one of the subjects included in points (a) or (d); (f) the party is a controlled entity, jointly controlled or subject to the significant influence of one of the subjects

set forth in points (d) or (e) or these subjects hold, directly or indirectly, a significant share of the voting rights; or

(g) the party is a pension fund for employees of the entity or any other entity related to it. An operation with an affiliated party is a transfer of resources, services or obligations between affiliated parties, regardless of the fact that an amount is agreed on. 11.1 Intra-Group transactions In order to provide more information on the extent of relationships within the Group, the following tables present transactions taking place between Group companies and cancelled out in the financial statements at June 30, 2011 and June 30, 2010. The main relationships between the Parent and Group companies are chiefly commercial in nature and can be summarised as follows:

1. the Parent supplies the Group companies with products for sale on the US and Japanese Online Stores; 2. the Parent provides the Group companies with website maintenance, support services and updates; 3. the Parent provides the Group companies with administrative, financial and legal services; 4. the Parent provides the Group companies with customer service support (via a customer care service

located at the Italian head office that interfaces with Japanese and US customers using dedicated staff); 5. consulting and support services in the area of fashion, marketing, advertising and professional training

provided by the Parent to subsidiaries.

None of the relationships between the Group companies or between Group companies and related parties are considered to be atypical or unusual, and form part of the Group’s ordinary business operations. The transactions were carried out under normal market (i.e. arm’s-length) conditions.

YOOX GROUP


The following tables show the relationships in terms of receivables and payables between the Parent YOOX S.p.A. and Group subsidiaries at June 30, 2011, at December 31, 2010 and at June 30, 2010. Receivables from and payables to subsidiaries are expressed in USD, JPY, CNY and HKD and translated to Euro at the exchange rate in effect at the end of the period. Revenue and costs are expressed in USD, JPY, CNY and HKD and translated to Euro at the average exchange rate for the reference period. June 30, 2011 (Thousand Euro)

Trade

receivablesFinancial

receivables Trade payablesFinancial payables Revenues Costs

YOOX Corporation 8,259 1,392 - - 12,113 -

Y Services 330 - - (1,384) 629 -

YOOX Japan 1,144 - - - 5,007 -

YOOX Mishang trading (Shanghai) - - - - - -

Y ASIA 12 - - (27) 12 -

Total subsidiaries 9,745 1,392 - (1,411) 17,760 -

December 31, 2010 (Thousand Euro)

Trade receivables Trade payables Revenues Costs

YOOX Corporation 6,386 - 21,281 -

Y Services 352 - 1,243 -

YOOX Japan 1,560 - 8,793 -

YOOX Mishang trading (Shanghai) - - - -

Total subsidiaries 8,298 - 31,317 -

June 30, 2010 (Thousand Euro)

Trade receivables Trade payables Revenues Costs

YOOX Corporation 3,912 - 9,468 -

Y Services 343 - 642 -

YOOX Japan 1,380 - 3,976 -

Total subsidiaries 5,636 - 14,086 -

11.2 Remuneration of senior managers and other key persons within the Group Senior managers and key figures with strategic responsibility for management, planning and control within the Group are singled out, as well as the Chief Financial Officer (CFO), the General Manager, the Chief Marketing Officer, the Operations Director, the User Experience Director, the Director of yoox.com and the Customer Operations Managers from the executive and non-executive directors.

YOOX GROUP


Gross compensation, for the periods in question, for the above persons, in addition to the Group Directors and Board of Statutory Auditors, including all remuneration components (gross salary, bonuses, fringe benefits, etc.) and bonuses accrued but not paid out, are listed in the table below: June 30, 2011 Description Current benefits Long-term benefits Stock options

Directors 442 - 826

Statutory Auditors 27 - -

Managers with strategic responsibilities 737 44 607

Total 1,206 44 1,433

December 31, 2010 Description Current benefits Long-term benefits Stock options

Directors 1,044 - 1,582


Managers with strategic responsibilities 1,481 82 1,127

Total 2,598 82 2,709

June 30, 2010 Description Current benefits Long-term benefits Stock options

Directors 418 - 505


Managers with strategic responsibilities 1,086 58 586

Total 1,540 58 1,091

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. 11.3 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 June 30, 2011, at December 31, 2010, and at June 30, 2010, 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. June 30, 2011 Description Trade receivables Trade payables Revenues Costs

Studio legale d’Urso Gatti e Associati - 53 - 184

Tarter - Krinsky and Drogin LLP - 6 - 38

KK TPI - 5 - 27

Nagamine Accounting Office - - - 7

Total other related parties - 64 - 256

YOOX GROUP


December 31, 2010 Description Trade receivables Trade payables Revenues Costs

Sigma Gi S.p.A. - 359 9 3,360

Diesel S.p.A. 1,305 2,532 1,314 6,137

Diesel Rags S.r.l. - 645 - 2,262

55DSL S.r.l. - Unipersonale - - - 19

Staff International S.p.A. - 121 - 1,150

Diesel USA Inc. 384 1,402 103 3,275

Staff USA Inc. - - - 201

Studio legale d’Urso Gatti e Associati - 105 - 334

Ferrante, PLLC LAW FIRM - 27 - 60

KK TPI - 10 - 42

Nagamine Accounting Office - 1 - 7

Total other related parties 1,689 5,202 1,426 16,846

June 30, 2010 Description Trade receivables Trade payables Revenues Costs

Sigma Gi S.p.A. - 700 9 1,377

Diesel S.p.A. 860 1,742 576 3,052

Diesel Rags S.r.l. - 442 - 1,242

55DSL S.r.l. - Unipersonale - 2 - 7

Staff International S.p.A. - 458 - 559

Diesel USA Inc. 243 977 51 1,545

Staff USA Inc. - - - 92

Studio legale D’Urso Gatti e Associati - 159 - 190

Ferrante, PLLC LAW FIRM - 10 - 29

KK TPI - 7 - 21

Nagamine Accounting Office - 1 - 7

Total other related parties 1,103 4,498 636 8,117

The above entities are regarded as related parties of the Group for the following reasons:

Studio legale D’Urso Gatti e Associati, since a partner in 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); Tarter Krinsky & Drogin LLP, since a partner in that law firm is a member of the Board of Directors of

one of the Group’s companies (YOOX Corporation). It should be noted that compared with December 31, 2010 and June 30, 2010, Sigma G. S.r.l. and all Diesel Group companies (Diesel S.p.A., Diesel Rags S.r.l., 55DSL S.r.l. – Unipersonale, Staff International S.p.A., Diesel USA Inc. and Staff USA Inc.) do not come under any of the related party theories listed in paragraph 11 of these explanatory notes, because there are no longer any control, connection or joint venture relations as in letters a), b) and c) of the aforementioned paragraph, nor are these companies identified as entities in which a strategic director of YOOX S.p.A. or a close family member exerts control, joint control or considerable influence or has a significant shareholding, directly or indirectly, of not less than 20% of the voting rights. For this reason, starting from January 1, 2011 there is not deemed to be any significant relationship between YOOX S.p.A. and the above companies pursuant to CONSOB Regulation 17221 of March 12, 2010 and IAS 24. In addition, from January 1, 2011 the member of the YOOX Corporation Board of Directors who, until December 31, 2011, was a partner in the Ferrante PLLC LAW FIRM, is a partner of Tarter Krinsky & Drogin LLP. For this

YOOX GROUP


reason Ferrante PLLC LAW FIRM is no longer a related party while Tarter Krinsky & Drogin LLP is pursuant to Consob Regulation no. 17221 of March 12, 2010 and IAS 24. Also note that none of the transactions that took place with related parties in the first half of 2011 and in the first half of 2010 were significant (except as mentioned above), atypical and/or unusual. 12 Commitments Commitments and guarantees

Description (in thousand Euro) Balance at June 30, 2011 Balance at December 31, 2010

Third-party assets held by the Group 64,713 49,133

Sureties given to others 2,712 3,294

Commitments under forward hedging contracts (nominal value) 4,995 2,496

The warehouses of Group companies hold goods worth Euro 64,713 thousand received on a sale-or-return basis from YOOX’s partners. The increase by comparison with the previous year reflects the opening of new Online Stores in the first half of 2011, including emporioarmani.cn, as well as an expansion of procurement on a sale-or-return basis during the first half of 2011 in the Multi-brand business line. The sureties, all given by the Parent, relate to the following contracts: the contract agreed by the Company with Sinv S.p.A., with effect from November 2, 2010, for a period of six

years, for the rental of office premises in Via Morimondo, Milan. The surety amounts to Euro 120,000 and expires on December 31, 2012;

the contract concluded with Diesel to guarantee payments by the subsidiary Y Services amounting to USD 635,000 (Euro 439,355) with effect from January 1, 2011 and expiring on December 31, 2011;

the contract concluded with Diesel to guarantee payments by the subsidiary YOOX Japan for JPY 30,000,000 (Euro 258,065) with effect from March 3, 2011 and expiring on March 3, 2012;

the contract agreed by the Company with Despina S.p.A. to guarantee compliance with obligations under a rental contract with effect from July 14, 2010, for a period of six years, relating to office premises at Via Nannetti 1 in Zola Predosa. The amount of the surety is Euro 58,500, expiring on February 1, 2012;

the contract agreed by the Company with Despina S.p.A. to guarantee compliance with obligations under a rental contract with effect from April 1, 2007, for a period of six years, relating to office premises at Via Nannetti 1 in Zola Predosa. The amount of the surety is Euro 47,500, expiring on March 31, 2013;

the contract agreed with SIMEST to guarantee the loan amounting to Euro 67,419 with effect from September 28, 2006 and expiring on March 16, 2014;

the contract agreed with SIMEST to guarantee the loan amounting to Euro 299,168 with effect from January 17, 2008 and expiring on March 16, 2014;

the contract agreed by the Company with New Winds Group to guarantee compliance with obligations under a rental contract for office premises in Madrid, with effect from August 1, 2008. The surety amounts to Euro 18,839 and expires on September 1, 2011;

the contract agreed by the Company with MM. Kerr and MM.Naret to guarantee compliance with obligations under a rental contract for office premises in Paris, with effect from August 1, 2008. The surety amounts to Euro 50,000 and expires on July 31, 2011;

the contract agreed by the Company with Oslavia, with effect from July 1, 2008, for a period of six years, for the rental of office premises in Via Lombardini, Milan. The surety amounts to Euro 19,200 and expires on July 31, 2014;

the contract agreed by the Company to guarantee VAT compliance in Portugal, for Euro 5,000, issued to the Portuguese tax representative and expiring on November 27, 2011;

YOOX GROUP


the contract agreed by the Company following the repayment of the Global Collect guarantee deposit of Euro 800,000, after BNP Paribas issued a bank guarantee for the same amount, expiring on April 30, 2012;

the surety for Iolanda Labisi with effect from May 1, 2010, for a period of four years, for the rental of premises for use as a guest house located in Via Toscanini, Milan. The surety amounts to Euro 12,000 and expires on April 30, 2014;

the contract agreed with Logistica Bentivoglio S.r.l. with effect from June 27, 2011 and expiring on March 15, 2017 to guarantee compliance with obligations under the rental agreement for the warehouse at the Bentivoglio Blocco 9.5 Interporto for Euro 512,775;

the surety agreed for Arangino Giovanni to guarantee the costs of restoring the external wall of the building in Via Lombardini, Milan, for a sum of Euro 4,000, with effect from August 19, 2010 and expiring on July 31, 2014.

The hedging contracts relate to forward sales set up by the Parent to cover the currency risk connected to intra-Group sales in US Dollar and Japanese Yen. The nominal amount of these commitments, translated to Euro at the exchange rate in effect at the reporting date, is Euro 4,995 thousand. 13 Non-recurring events and significant transactions The YOOX Group did not engage in significant non-recurring transactions during the first half of 2011. 14 Positions or changes resulting from atypical or unusual transactions There were no positions or changes resulting from atypical and/or unusual transactions during the first half of 2011. 15 Significant events after June 30, 2011 dolcegabbanastore.com Online Store contract and launch The Dolce & Gabbana Online Store was launched on July 13, 2011, following an agreement signed by Dolce & Gabbana Industria S.p.A. and YOOX S.p.A. on July 12, 2011. The agreement is for five years until June 30, 2016. At the time of writing, dolcegabbanastore.com “Powered by YOOX Group” is mainly active in Europe, the U.S. and Japan, and in August 2011 it will expand into the Chinese market. Granting of shares following the exercise of stock options On July 14, 2011 195,780 YOOX S.p.A. ordinary shares were granted following the exercise of the options relating to the stock option plans and at the strike prices described in the table below: Stock option plans Grant date Strike price (in Euro) Options Total Total post-split

shares 106.50 15.91 59.17

2001 - 2003 July 14, 2011 1,250 1,250 65,000

2006 - 2008 July 14, 2011 2,315 2,315 120,380

2007 - 2012 July 14, 2011 200 200 10,400

Total 1,450 - 2,315 3,765 195,780

Given the above, the new share capital issued by YOOX S.p.A. at the time of writing is Euro 529,721.40, divided into 52,972,140 ordinary shares with no indication of par value.

Zola Predosa (BO), August 4, 2011 For the Board of Directors

Chairman of the Board of Directors

Federico Marchetti

(signed on the original)

YOOX GROUP


Annex 1 Consolidated income statement at June 30, 2011, prepared in accordance with CONSOB Resolution 15519 of July 27, 2006 and CONSOB Communication DEM/6064293 of July 28, 2006 (in thousands of Euro).

June 30, 2011

June 30, 2010

Consolidated income statement Balances of which with related parties

% Weighting Balances of which with related parties % Weighting

Thousand Euro:

Net revenues 131,237 -25 96,554 636 0.66%

Cost of goods sold (82,161) -25 (59,445) (7,872) 13.24%

Fulfilment costs (14,908) (285)25 1.91% (10,220) (223) 2.18%

Sales and marketing costs (14,676) (733)25 4.99% (11,425) (664) 5.81%

General expenses (14,232) (1,921)25 13.50% (9,916) (2,047) 20.65%

Other income and expenses (139) (240)

Non-recurring expenses - -

Operating profit 5,122 5,308

Financial income 549 843

Financial expenses (742) (539)

Profit before tax 4,930 5,612

Taxes (2,014) (2,273)

Consolidated net income for the period 2,916 3,339

Basic earnings per share 0.06 0.07

Diluted earnings per share25 0.05 0.06

25 The significant variation in trade receivables from and trade payables to related parties is due to the fact that from January 1, 2011, Sigma G S.r.l. and the

Diesel Group companies are no longer considered related parties in accordance with IAS 24 and Consob Regulation no. 1722 of March 12, 2010. The reasons are given in paragraph 11.3 of these explanatory notes.

YOOX GROUP


Annex 2 Consolidated statement of financial position at June 30, 2011, prepared in accordance with CONSOB Resolution 15519 of July 27, 2006 and CONSOB Communication DEM/6064293 of July 28, 2006 (in thousands of Euro).

June 30, 2011 December 31, 2010

Consolidated statement of financial position Balances of which

with related parties

% Weighting Balances of which


% Weighting

Amounts in thousands of Euro and percentage weighting on individual items

Non-current assets

Property, plant and equipment 16,326 8,395

Intangible assets with finite useful life 9,728 7,129

Deferred tax assets 5,142 5,456

Other non-current financial assets 581 507

Total non-current assets 31,777 21,487

Current assets

Inventories 86,527 76,311

Trade receivables 8,963 -26 9,384 1,690 18.0%

Other current assets 7,216 7,318

Cash and cash equivalents 12,067 24,188 Current financial assets 5,082

Total current assets 114,772 122,283

Total assets 146,550 143,770



YOOX GROUP


June 30, 2011 December 31, 2010

Consolidated statement of financial position Balances of which


% Weighting Balances of which


% Weighting

Equity

Share capital 528 518

Reserves 66,592 64,426

Losses carried forward 3,752 (5,364)

Consolidated net income for the period/year 2,916 9,117

Equity attributable to owners of the Parent 73,788 68,697 Equity attributable to non-controlling interests - -

Total consolidated equity 73,788 68,697

Non-current liabilities

Medium-long term financial liabilities 6,114 846

Employee benefits 211 213

Provisions for risks and charges 42 116

Deferred tax liabilities 57 69

Total non-current liabilities 6,424 1,244

Bank loans and other current financial liabilities 1,807 5,600


Trade payables 48,410 6427 0.13% 48,943 5,202 10.6%

Tax liabilities 1,552 2,441

Other payables 14,009 15,968

Total current liabilities 66,338 73,829

Total consolidated equity and liabilities 146,550 143,770



YOOX GROUP


Annex 3 Consolidated statement of cash flows at June 30, 2011, prepared in accordance with CONSOB Resolution 15519 of July 27, 2006 and CONSOB Communication DEM/6064293 of July 28, 2006 (in thousands of Euro).

June 30, 2011 June 30, 2010

Consolidated statement of cash flows Balancesof which


% Weighting Balances

of which with related

parties %

Weighting

Amounts in thousands of Euro and percentage weighting on individual items

Consolidated net income for the period 2,916 3,339

Adjustments for:

Taxes for the period 2,014 2,273

Financial expenses for the period 742 538

Financial income for the period (549) (843) Depreciation, amortisation and impairment losses for the period 2,763 1,526 Fair value measurement of stock option plans 2,194 1,319 Unrealised effect of changes in foreign exchange rates (504) 525 Employee benefits 6 19


Payment of employee benefits (8) (30)

Use of provisions for risks and charges (501) (245)

Changes in inventories (10,215) (11,471)

Changes in trade receivables 422 1,68928 >100% 1,040 (52) (5.00)%

Changes in trade payables (1,413) (5,138)289 >100% 7,273 (409) (5.62)%

Changes in other current assets and liabilities (1,857) (4,905) Cash flow generated from (used in) operating activities (3,881) 727

Income tax paid (2,601) (5,838)

Interest and other financial expenses paid (743) (538)

Interest and other financial income received 549 843 NET CASH FLOW GENERATED FROM (USED IN) OPERATING ACTIVITIES (6,674) (4,806)



YOOX GROUP


June 30, 2011 June 30, 2010

Consolidated statement of cash flows Balancesof which


% Weighting

Balances of which


% Weighting

Investing activities

Acquisition of property, plant and equipment (7,789) (730) Acquisition of intangible assets (4,207) (2,841) Acquisition of other non-current financial assets (74) (99)

NET CASH FLOW GENERATED FROM (USED IN) INVESTING ACTIVITIES (12,070) (3,670)

Financing activities

New short-term liabilities - -

Repayment of short-term liabilities (3,991) (3)

New medium-long term financial liabilities 5,047 -

Repayment of medium-long term financial liabilities - (78) Increase in share capital and share premium reserve 562 92 Investments in other financial assets 5,082 (14,588) Variation through difference between cash effect and action of incentive plans 10 -

Change in the hedging reserve (87) - NET CASH FLOW GENERATED FROM (USED IN) FINANCING ACTIVITIES 6,623 (14,577)


Cash and cash equivalents at the beginning of the period 24,188 35,007 Cash and cash equivalents at the end of the period 12,067 11,955


YOOX GROUP


Certification of the Condensed Consolidated Interim Financial Statements pursuant to article 81-ter of CONSOB Regulation no. 11971

of May 14, 1999, as amended

1. We, the undersigned Federico Marchetti, Chief Executive Officer and Francesco Guidotti, Chief Financial

Officer of YOOX S.p.A. hereby bear witness, having taken into account the provisions of article 154-bis,

paragraphs 3 and 4, of Legislative Decree no. 58 of February 24, 1998, to:

the suitability in relation to the characteristics of the business and

the effective application of the administrative and accounting procedures for the compilation of the

condensed consolidated interim financial statements, during the period from January 1, 2011 to June

30, 2011.

2. No significant aspects have emerged in this regard.

3. We also bear witness to the fact that:

3.1 The condensed consolidated interim financial statements:

a) have been compiled in compliance with the International Financial Reporting Standards endorsed by

the European Union in accordance with (EC) ruling no. 1606/2002 of the European Parliament and

Council of July 19, 2002;

b) correspond to the accounting results of the books of account and ledgers;

c) are suitable to provide a truthful and correct representation of the financial position and results

operations of the issuer and companies included in the consolidated accounts.

3.2 The Interim Directors’ Report includes a reliable analysis of the references to important events which

have occurred during the first six months of the fiscal year and their influence on the condensed

consolidated interim financial statements, together with a description of the main risks and uncertainties

for the remaining six months of the fiscal year.

The Interim Director’s Report also includes a reliable analysis of disclosure of related party transactions.

Zola Predosa (BO), August 4, 2011

Chief Executive Officer Director in charge of preparing

corporate accounting documents

Federico Marchetti Francesco Guidotti

(signed on the original) (signed on the original)

Certification of the condensed consolidated interim financial statements pursuant to article 81-ter of CONSOB Regulation 11971 of

May 14, 1999, as amended

YOOX GROUP


Independent auditors’ report on the limited audit of the condensed consolidated interim financial statements

Sem YOOX 11 ENG 04cdn3.yoox.biz/cloud/yooxgroup/uploads/doc/2014/yoox_group... · Management and...

Documents

Transcript of Sem YOOX 11 ENG 04cdn3.yoox.biz/cloud/yooxgroup/uploads/doc/2014/yoox_group... · Management and...