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YOOX GROUP

CONSOLIDATED INTERIM FINANCIAL STATEMENTS | 1

CONSOLIDATED INTERIM FINANCIAL STATEMENTS

AT SEPTEMBER 30, 2012

YOOX GROUP

YOOX GROUP


Management and Control Bodies ............................................................................................................................ 5 Directors’ Report ...................................................................................................................................................... 7 Consolidated financial statements at September 30, 2012, YOOX Group............................................................ 31 Declaration pursuant to Article 154-bis, paragraph 2 of Legislative Decree 58/1998 ........................................... 49

CONTENTS

YOOX GROUP

YOOX GROUP


Chairman and Chief Executive Officer Standing Auditors Federico Marchetti Filippo Tonolo – Chairman David Reali Patrizia Arienti Directors Alternate Auditors Stefano Valerio3 Edmondo Maria Granata Mark Evans Salvatore Tarsia Catherine Gérardin-Vautrin1

2 3 Elserino Piol1 2

Massimo Giaconia1 2 3 Raffaello Napoleone1

KPMG S.p.A. Rossella Sciolti – Chairwoman Gerardo Diamanti Riccardo Greghi

Francesco Guidotti Riccardo Greghi

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

MANAGEMENT AND CONTROL BODIES

INTERNAL CONTROL MANAGER

DIRECTOR IN CHARGE OF PREPARING CORPORATE ACCOUNTING RECORDS

SUPERVISORY BOARD DECREE-LAW 231/01

INDEPENDENT AUDITORS

BOARD OF STATUTORY AUDITORS

BOARD OF DIRECTORS

YOOX GROUP

YOOX GROUP


DIRECTORS’ REPORT

YOOX GROUP

YOOX GROUP


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

REVENUES AND PROFITABILITY ....................................................................................................................... 16 Methodology note .............................................................................................................................................. 16 Accounting policies ............................................................................................................................................ 16 Reclassified consolidated income statement .................................................................................................... 17 Analysis of net revenues and operating profit by business line ........................................................................ 19 Consolidated net revenues by geographical area ............................................................................................. 20

INVESTMENTS ..................................................................................................................................................... 21 FINANCIAL MANAGEMENT ................................................................................................................................. 22

Consolidated statement of financial position ..................................................................................................... 22 Debt/consolidated net financial position ............................................................................................................ 23

HUMAN RESOURCES .......................................................................................................................................... 24 CORPORATE GOVERNANCE.............................................................................................................................. 24 SUBSEQUENT EVENTS ....................................................................................................................................... 28 BUSINESS OUTLOOK .......................................................................................................................................... 29 ANNEXES TO THE DIRECTORS’ REPORT ......................................................................................................... 30

CONTENTS

YOOX GROUP

YOOX GROUP


The first nine months of 2012 closed with the Group recording sustained growth in sales, both for its Multi-brand and Mono-brand business lines. The Group’s forceful expansion at international level continues: the main foreign markets, which at September 30, 2012 already represent 84%4 of total net revenues, recorded important growth rates compared with the first nine months of 2011. Financial resources generated by operating activity were used for procurement and technological innovation to deal with future growth. As pointed out in the significant events after the end of the period, to complete the penetration strategy into the Chinese market, following the debut with the Mono-brand business line in 2010 and the launch of the multi-brand boutique thecorner.com in 2011, on October 8, 2012 the new yoox.com was also launched in China. yoox.cn will be able to benefit from the Group’s two years of investment aimed at affirming its position, in this market too, as the official and authorised Internet retailing partner to the leading fashion brands and at creating a fully localised structure with a dedicated team. On August 3, 2012 PPR S.A. and YOOX S.p.A. announced the signature of a joint-venture agreement. The newly created company, 51% owned by PPR and 49% by YOOX Group, will be entirely dedicated to managing mono-brand online stores in collaboration with several PPR luxury brands: Bottega Veneta, Yves Saint Laurent, Alexander McQueen, Balenciaga and Sergio Rossi. The Sergio Rossi and Bottega Veneta online stores will be launched first, by the end of 2012 and, by the end of 2013, all digital stores will be operating globally, including in China. PPR may in future decide to involve other brands in the joint-venture. The joint venture will capitalize on PPR and YOOX Group’s leading positions in their respective sectors, with the ultimate goal of enhancing the existing e-commerce websites of PPR luxury brands and accelerating the development of their global digital presence to offer an exclusive online shopping experience to customers worldwide. PPR will bring to the partnership the unique appeal of its brands, as well as their longstanding heritage in the luxury sector. YOOX Group will contribute twelve years of experience in fashion e-commerce and its consolidated expertise at global level in powering mono-brand online stores and developing e-tailing strategies for highly recognized fashion brands. As part of their overall strategy, each PPR brand will be in full control of its online store and will be in charge of product assortment, editorial content, art direction and digital communication. The joint venture will allow the PPR brands to share best e-commerce practices, from web design and user experience to digital production, from customer care to web marketing. Through the joint-venture, PPR luxury brands will gain access to YOOX Group’s global logistics and state-of-the-art technology platform, its worldwide reach with local expertise and its experience in new geographies for luxury ecommerce, such as China. This will help the brands’ products become accessible in more than 100 countries. The joint venture will be fully consolidated by PPR and will reward YOOX Group for the services offered and the activities carried out on a revenue-share basis. After seven years of operations, PPR and YOOX Group will have the right to exercise call and put options respectively for the YOOX stake in the joint-venture. Five new mono-brand online stores were launched in the first nine months, bringing the total number of online stores at September 30, 2012 to 33: the barbarabui.com online store was launched in February 2012 in Europe, the US and Japan following a contract signed by Barbara Bui S.A. and YOOX S.p.A. on August 29, 2011 and the pringlescotland.com online store was launched in March 2012 in Europe, the US and Japan following a contract signed by Pringle of Scotland Ltd on November 21, 2011. The pomellato.com online store was launched in May 2012 in Europe, the US and Japan following a contract signed by Pomellato S.p.A. and YOOX S.p.A. on November 14, 2011. Lastly, alexanderwang.com became active from May 2012 following a contract signed by Alexander Wang Inc. and YOOX S.p.A. in the Asia-Pacific area countries including China, Hong Kong and Japan, with the Alexander Wang and T by Alexander Wang brands. 24 September 2012 saw the worldwide launch of sergiorossi.com, the first online store developed by the joint venture created by PPR and YOOX Group in August 2012 to manage the mono-brand online stores of several PPR luxury brands. The missoni.com online store will be launched during the first half of 2013 following a six-year agreement, signed on June 12, 2012, by Missoni S.p.A. and YOOX S.p.A. missoni.com “Powered by YOOX Group” will mainly be active in Europe, the US and Japan.

4 Excludes the “Not country related” segment.

INTRODUCTION

DIRECTORS’ REPORT

YOOX GROUP


The online stores dsquared2.com and moncler.com, both “Powered by YOOX Group” were extended to the Chinese market on March 5, 2012 and September 12, 2012, respectively. These past months have seen also the strengthening of various Mono-brand collaborations: following Staff International S.p.A. coming under the Just Cavalli brand licence, on April 11, 2012, YOOX S.p.A. signed a five-year contract with the new licensee to continue managing the Just Cavalli brand, originally activated, in February 2011, within the robertocavalli.com online store. Also, on July 5, 2012, Sportswear S.p.A. and YOOX S.p.A. renewed their collaboration agreement for the management of the stoneisland.com “Powered by YOOX Group” online store in Europe, the US and Japan for a further five years, until March 7, 2018. On August 1, 2012 Diesel S.p.A. and YOOX S.p.A. renewed their collaboration agreement for the management of the diesel.com “Powered by YOOX Group” online store for a further six years, until October 31, 2018. diesel.com will continue to operate primarily in Europe, the US and Japan with the Diesel, Diesel Black Gold and 55 DSL brands. Several current Mono-brand collaborations will not be renewed when they expire. Specifically, following the termination of the agreement with the Sixty Group S.p.A., the online store misssixty.com “Powered by YOOX Group” has no longer been operational since September 4, 2012. On October 5, 2012, as pointed out in the significant events after the end of the period, the online store energie.it “Powered by YOOX Group” was deactivated. From December 31, 2012 costumenational.com “Powered by YOOX Group” will no longer be active following the decision taken between CN Distribution S.r.l., Ittierre S.p.A. and YOOX S.p.A. not to continue with the collaboration agreement for managing the online store, currently available in Europe and the US with the Costume National and C’N’C brands. We also wish to announce that the existing collaboration with Zeis Excelsa S.p.A. for the online sale of several Group brands will continue only for the Bikkembergs brand collections in the bikkembergs.com “Powered by YOOX Group” online store. Therefore, from January 31, 2013, the zeishouse.com “Powered by YOOX Group” online store, currently only present in Europe with the Bikkembergs brand and several other minor brands, owned and under licence, will be deactivated. Lastly, the YOOX Group announced that the agreement with FGF Industry S.p.A. relating to the management of the cpcompany.com online store in Europe, the US and Japan will not be renewed after it expires on February 28, 2013. With the aim of further expanding the profitable footwear business successfully built up over the course of the years, the Group has launched shoescribe.com, a new multi-brand online store entirely devoted to ladies footwear. From March 7, 2012, shoescribe.com joins yoox.com and thecorner.com in the Multi-brand business line. The Group’s many years of experience in fashion e-commerce has demonstrated that shoes are the undisputed bestsellers globally. As such, the Group wanted to dedicate an online space entirely to shoes. In July 2012 the mobile website shoescribe.com was launched which, with functions such as a side sliding menu, full-screen zoom, full compatibility between desktop and mobile environments for all content and e-commerce functions and the possibility of browsing the website either horizontally or vertically, places YOOX Group, once again, at the cutting edge of mobile commerce. In line with the Group’s strategy aimed at the constant innovation of its multi-channel technological platform, on September 3, 2012 YOOX Group launched the “new yoox.com”. With a design founded on immediacy and user friendliness, the release is totally new, not only in terms of graphics, browsing and the structure of the website, but also through the introduction of significant functions and content, guaranteeing a completely new shopping experience. Specifically, the new yoox.com introduces advanced instant searches which allow you to find what you want easily and quickly, and ‘Speak & Shop™’, a revolutionary function in online fashion, introduced for the first time by YOOX Group and developed from the convergence of voice recognition and text-based searches. Since its launch, the performance of the new yoox.com, available immediately on all mobile channels, has been decidedly better than the previous version, with an increase in the conversion rate of orders and a reduction in the bounce rate5.

5 The bounce rate or exit rate for a website is defined as the number of visitors who enter the site, only view a single page and leave, rather than continue and

view other pages, divided by the total number of visitors.

YOOX GROUP


Multi-brand business line The Group’s Multi-brand operation breaks down into three online stores owned by the Company: (i) yoox.com, which to date generates the majority of the revenues of the Multi-brand business line; (ii) thecorner.com, which was opened in the first half of 2008; (iii) shoescribe.com, launched in March 2012. The Group has based growth on yoox.com, and on the basis of the technological, operational and commercial expertise it has acquired over the years, it has subsequently developed the Mono-brand business line, thecorner.com and from the first quarter of 2012 shoescribe.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. 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, 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 the range of thecorner.com included menswear collections exclusively, extended to a womenswear collection from September 2009. Since September 2011, thecorner.com has also been active in China. thecorner.com is a virtual space containing mini-shops dedicated to each brand, designed to recreate the style, atmosphere and 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. shoescribe.com is the new multi-brand online store launched in March 2012 devoted entirely to women’s footwear. shoescribe.com offers a unique all-round shopping experience in the world of shoes, ranging from the editorial component to the care of shoes after purchase. The concept behind the store is actually based on the combination of three key elements: e-commerce, exclusive shoe-related services and editorial content. The range consists of an original and very carefully chosen selection of the most sought-after big name brands. For those who are passionate about shoes, shoescribe.com offers several services with added value, including a system for organising your shoes in your wardrobe, which comes with every package, and a network of trusted shoemakers for repairs. In addition, via an annual subscription “shoescribers” can access the most exclusive services, ranging from complimentary shoe repair to free shipping throughout the year. In the first nine months of 2012, the Multi-brand business line generated a monthly average of about 5.4 million unique visitors6. The Group has designed and promoted web campaigns courtesy of which the Multi-brand business line has reached a figure, in the first nine months of 2012, of approximately 40 thousand websites in more than 50 countries; about 175 million newsletters were sent out to registered users translated into the languages managed by the Group. 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 in close collaboration. 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

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

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

YOOX GROUP


considered recognition of the guarantee of service quality offered by YOOX. The Group offers its partners consulting and web marketing investment management services, both when new online stores are launched and when they are operational. The Group is also a partner of PPR with whom it set up a joint venture dedicated to the management of the mono-brand online stores of several PPR luxury brands. In the first nine months of 2012, the mono-brand business line generated a monthly average of about 7.0 million unique visitors. At September 30, 2012, there were 33 operating online stores, three of them set up in 2006-2007, six in 2008, five in 2009, seven in 2010, seven in 2011 and five in the first nine months of 2012. Specifically:

- marni.com, the online store of the Marni brand operational since September 2006, active mainly in Europe, the US and Japan and operational in China since March 2011;

- emporioarmani.com, the online store of the Emporio Armani brand, operational in the US since August 2007; its operations were expanded mainly to major markets in Europe in June 2008, to Japan in July 2009 and China in November 2010;

- diesel.com, the online store of the Diesel, Diesel Black Gold and 55 DSL brands, operational mainly in Europe and the US 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 US and Japan;

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

- valentino.com, the online store of the Valentino and the Red Valentino brands, operational since April 2008 in the US and as of March 2009 in the main European markets and Japan;

- costumenational.com, the online store of the Costume National and ‘C’N’C Costume National brands, operational since September 2008, mainly in Europe, the US and Japan; the extension to the ‘C’N’C Costume National brand has been since September 2010;

- energie.it, the online store of the Energie brand, operational since October 2008, mainly in Europe;

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

- moschino.com, the online store of Moschino, Love Moschino and MoschinoCheapAndChic brands, active since February 2009 mainly in Europe and the US;

- bally.com, the online store of the Bally brand, operational since February 2009, mainly in Europe and the US and operational in China since May 2011;

- dsquared2.com, the online store of the Dsquared2 brand operational since September 2009, active mainly in Europe, the US and Japan and operational in China since March 2012;

- jilsander.com, the online store of Jil Sander and Jil Sander Navy brands, operational since September 2009 mainly in Europe, the US and Japan; the extension to the Jil Sander Navy brand has been since January 2011;

- robertocavalli.com, the online store of the Roberto Cavalli and Just Cavalli brands, operational since November 2009 mainly in Europe, the US and Japan; the extension to the Just Cavalli brand has been since February 2011;

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

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

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

YOOX GROUP


- albertaferretti.com, the online store of the Alberta Ferretti and Philosophy by Alberta Ferretti brand, active since March 2010 mainly in Europe, the US 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;

- maisonmarinmargiela.com, the online store of the Maison Martin Margiela brand, operational since October 2010, mainly in Europe, the US and Japan;

- zegna.com, the online store of the Ermenegildo Zegna, Zegna Sport and Z Zegna brands, operational since December 2010, mainly in Europe, the US and Japan; the extension to the Z Zegna brand took place in September 2011;

- y-3store.com, the online store of the Y3 brand, operational since March 2011, mainly in Europe, the US and Japan and, from November 2011, in China;

- brunellocucinelli.com, the online store of the Brunello Cucinelli brand, operational since March 2011, mainly in Europe, the US and Japan;

- bikkembergs.com, the online store of the Dirk Bikkembergs Sport Couture and Bikkembergs brands, operational since June 2011, mainly in Europe and, from October 2011, in the US;

- dolcegabbana.com, the online store of the Dolce & Gabbana brand, operational since July 2011 in Europe, the US and Japan and, from August 2011, in China;

- moncler.com, the online store of the Moncler brand, operational since September 2011, mainly in Europe and the US and, from September 2012, in China;

- armani.com, the online store of the Giorgio Armani, Armani Collezioni, Armani Junior, EA7, Emporio Armani and Armani Jeans brands, operational since October 2011 mainly in Europe, the US, Japan and China;

- trussardi.com, the online store of the Trussardi 1911 brand, operational since December 2011, mainly in Europe, the US and Japan;

- barbarabui.com, the online store of the Barbara Bui brand, operational since February 2012, mainly in Europe, the US and Japan;

- pringlescotland.com, the online store of the Pringle of Scotland brand, operational since March 2012, mainly in Europe, the US and Japan;

- pomellato.com, the online store of the Pomellato brand, operational since May 2012 mainly in Europe, the US and Japan;

- alexanderwang.com, the online store of the Alexander Wang and T by Alexander Wang brands, operational since May 2012 in the Asia-Pacific area countries, including China, Hong Kong and Japan;

- sergiorossi.com, the online store of the Sergio Rossi brand managed by the joint venture between PPR and YOOX Group active since September 2012 in the main European markets, the US and Japan.

At the time of writing, the agreement for the online store missoni.com was signed and, as illustrated previously, online stores for the Bottega Veneta, Yves Saint Laurent, Alexander McQueen, and Balenciaga brands will be launched.

YOOX GROUP


Methodology note This Directors’ Report contains information relating to the revenue and profitability of the YOOX Group as at September 30, 2012. Unless otherwise indicated, all amounts are expressed in thousands of Euro. The comparisons in this document have been made with regard to the corresponding period of the previous financial year or the information as of December 31, 2011. For reasons of clarity, it should be pointed out that the percentage differences and variations for the different amounts recorded have been calculated at the 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 Parent Company YOOX S.p.A. is referred to with 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 the geographical operating area. Thus, for more precise information on geographical areas, please refer to the information by business line, and in general, to information provided in the consolidated financial statements in terms of comments on the main events that occurred in relation to subsidiaries. Accounting policies The Consolidated Interim Financial Statements at September 30, 2012 have been compiled in accordance with Article 154-ter, paragraph 5 of Legislative Decree 58/98 – T.U.F. – and later modifications and additions, and 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 consolidated interim financial statements are consistent and comply with the standards used to draw up the Annual Report at December 31, 2011 which is available on the website www.yooxgroup.com in the “Investor Relations” section. The accounting policies used by the Parent Company and by the Group are consistent with those of the International Financial Reporting Standards endorsed by the European Union and the application of Legislative Decree 38/2005 and other CONSOB rules and 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 a going concern. The income statements for the Group, presented in the following pages of the current Directors’ 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 excluding 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 third quarter of 2012: Thousand Euro 3Q 2012 3Q 2011 Change

Consolidated net revenues 93,221 73,191 20,030 27.4%

Cost of goods sold (60,878) (48,332) (12,546) 26.0%

Gross Profit7 32,343 24,859 7,484 30.1%

% of consolidated net revenues 34.7% 34.0%

Fulfilment costs (8,635) (7,961) (675) 8.5%

Sales and marketing costs (10,128) (7,468) (2,660) 35.6%

EBITDA Pre-Corporate Costs8 13,579 9,430 4,149 44.0%


General expenses (7,156) (4,887) (2,269) 46.4%

Other income and expenses (336) (616) 280 -45.5%

EBITDA9 6,087 3,928 2,160 55.0%


Depreciation and amortisation (3,243) (2,089) (1,153) 55.2%

Non-recurring expenses - - - -

Operating profit 2,844 1,838 1,006 54.7%


Income/Loss from investment in associates - - - -

Financial income 614 (214) 828 >100%

Financial expenses (1,120) (10) (1,109) >100%

Profit before tax 2,339 1,614 724 44.9%


Taxes (1,104) (899) (205) 22.8%

Consolidated net income for the period 1,235 715 520 72.7%


EBITDA excluding Incentive Plan Costs10 7,141 4,883 2,258 46.2%


Net income excluding Incentive Plan Costs11 2,039 1,445 594 41.1%


In the third quarter of 2012, the Group’s consolidated net revenues stood at Euro 93,221 thousand, an increase of 27.4% compared with Euro 73,191 thousand for the third quarter of 201112. EBITDA stood at Euro 6,087 thousand in the third quarter of 2012, an increase of 55.0% compared with Euro 3,928 thousand in the third quarter of 2011, with a margin of 6.5% compared to 5.4% for the same period of the previous year. This result reflects the increase in the average order value (for more details, refer to the key indicators table) and gross profit, as well as the strong operating leverage on logistics costs, which benefited from the considerable improvement in efficiency due to the automation of the techno-logistics platform. EBITDA excluding the Incentive Plan Costs stood at Euro 7,141 thousand, with a margin on sales of 7.7%. Net consolidated income stands at Euro 1,235 thousand, compared with Euro 715 thousand for the third quarter of 2011, up in spite of the increase in depreciation and amortisation relating to investments in the automation of the central techno-logistics platform and innovations in technology. Excluding non-cash costs charges relating to 7 Gross profit is profit before fulfilment costs, sales and marketing costs, general expenses, other operating income and expenses, depreciation and

amortisation, non-recurring expenses, income/loss from investment in associates, 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.

8 EBITDA Pre-Corporate Costs (or Operating Profit by business line) is defined as earnings before general expenses, other income and expenses, depreciation and amortisation, non-recurring expenses, income/loss from investment in associates, 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. EBITDA Pre-Corporate costs correspond to the Operating Profit by business line shown in the consolidated financial statements.

9 EBITDA is profit before depreciation and amortisation, non-recurring expenses, income/loss from investment in associates, 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.

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

11 The Net Income excluding Incentive Plan costs is defined as the Net consolidated income for the period gross of non-cash costs relating to the Stock Option Plans and the Company Incentive Plan and related fiscal effects.

12 +21.9% at constant exchange rates.

YOOX GROUP


the Incentive Plans and their related fiscal effect, Net income excluding Incentive Plan Costs stands at Euro 2,039 thousand compared with Euro 1,445 thousand at September 30, 2011. Reclassified consolidated income statement for the first nine months of 2012: Thousand Euro September 30, 2012 September 30, 2011 Change

Consolidated net revenues 266,117 204,428 61,689 30.2%

Cost of goods sold (173,776) (130,493) (43,283) 33.2%

Gross Profit 92,341 73,935 18,406 24.9%


Fulfilment costs (24,925) (22,337) (2,589) 11.6%

Sales and marketing costs (29,907) (22,128) (7,779) 35.2%

EBITDA Pre-Corporate Costs 37,509 29,470 8,039 27.3%


General expenses (20,443) (16,903) (3,541) 20.9%

Other income and expenses (1,194) (755) (439) 58.2%

EBITDA 15,872 11,813 4,059 34.4%


Depreciation and amortisation (8,839) (4,853) (3,987) 82.2%


Operating profit 7,032 6,960 72 1.0%


Income/Loss from investment in associates - - - -

Financial income 1,528 336 1,192 >100%

Financial expenses (2,563) (752) (1,811) >100%

Profit before tax 5,998 6,544 (546) -8.3%


Taxes (2,593) (2,913) 320 -11.0%

Consolidated net income for the period 3,405 3,631 (226) -6.2%


EBITDA excluding Incentive Plan Costs 18,758 14,963 3,796 25.4%

% of consolidated net revenues 7.0% 7.3% Consolidated net income for the period excluding Incentive Plan Costs 5,610 6,038 (427) -7.1%


In the first nine months of 2012, the YOOX Group’s consolidated net revenues, net of returns from sales and discounts given to customers, was equal to Euro 266,117 thousand, a growth of 30.2% over the September 30, 2011 figure of Euro 204,428 thousand (+25.6% at constant exchange rates). EBITDA stood at Euro 15,872 thousand at September 30, 2012, compared with Euro 11,813 thousand at September 30, 2011. The percentage of EBITDA on net revenues went from 5.8% in the first nine months of 2011 to 6.0% in the first nine months of 2012. This result reflects the increase in the Average Order Value and the strong operating leverage on logistics costs, which benefited from the considerable improvement in efficiency due to the automation of the techno-logistics platform. Excluding the non-cash costs relating to the Incentive Plans, equal to Euro 2,887 thousand, EBITDA excluding Incentive Plan Costs stood at Euro 18,758 thousand, with a margin on sales of 7.0%13. Net consolidated income stands at Euro 3,405 thousand, compared with Euro 3,631 thousand at September 30, 2011. This result is affected by an increase in depreciation and amortisation relating to investments in the automation of the techno-logistics platform, fully operative from the end of September 2011, and partly to investments in technological innovation and consolidation. Net income is also affected by an increase in financial expenses due to the greater exchange rate losses and interest expenses related to the use of credit lines to finance the automation of the logistics platform. Excluding non-cash costs charges relating to Incentive Plans and their related fiscal effect, Net income excluding Incentive Plans stood at Euro 5,610 thousand compared with Euro 6,038 thousand at September 30, 2011.

13 For further details please see the paragraph below relating to the analysis by business line, “Analysis of net revenues and operating profit by business line”.

YOOX GROUP


The table below shows several key indicators14 relating to the Group’s activities:

September 30, 2012 September 30, 2011

Number of Monthly Unique Visitors15 (millions) 12.3 9.4Number of orders (thousands) 1,676 1,481AOV16 (Euro) 200 174Number of Active Customers17 (thousands) 911 746

At September 30, 2012 the Group recorded an average of 12.3 million Monthly Unique Visitors compared with 9.4 million at September 30, 2011 and the number of orders stood at 1,676 thousand, equal to one order processed every 14 seconds18 The average order value (AOV) also rose significantly to Euro 200 (excluding VAT) compared with Euro 174 (excluding VAT) in the same period of the previous financial year. There was also a significant increase in the number of active customers, which stood at 911 thousand at September 30, 2012, compared with 746 thousand at September 30, 2011. 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 revenue and operating profit by business line. Since the management reporting system used by management to assess corporate performance does not allocate certain accounting aggregates to business lines (depreciation and amortisation, non-monetary revenue and expenses, general expenses, other non-recurring income and expenses, income from equity investments, financial income and expenses and taxes), these items remain the purview of the Corporate area since they are not related to the specific operating activities of the business lines. Thus, the business line’s operating profit coincides with EBITDA Pre-Corporate Costs in terms of the entries included and previously reported in this total. For additional details on operating information by business line at September 30, 2012, with a reconciliation of entries with the Group’s income statement, see the consolidated financial statements. Operating information by business line at September 30, 2012 is as follows:

Multi-brand Mono-brand Group total

Thousand Euro September 30,

2012September 30,

2011September 30,

2012September 30,

2011September 30,

2012September 30,

2011

Consolidated net revenue by business line 186,283 152,445 79,834 51,983 266,117 204,428

% of consolidated net Group revenue 70.0% 74.6% 30.0% 25.4% 100.0% 100.0%

% change 22.2% 53.6% 30.2%

Business line operating profit 22,943 20,502 14,566 8,968 37,509 29,470% of consolidated net revenue by business line 12.3% 13.4% 18.2% 17.3% 14.1% 14.4%

% change 11.9% 62.4% 27.3%

At September 30, 2012, the Group’s consolidated net revenues, net of returns from sales and discounts given to customers, was equal to Euro 266,117 thousand, a growth of 30.2% compared with Euro 204,428 thousand at September 30, 2011, with a contribution from both business lines. The operating profit by business line (or EBITDA Pre-Corporate Costs) was Euro 37,509 thousand, an increase of 27.3% compared with Euro 29,470 thousand at September 30, 2011, with a margin of 14.1% compared with 14.4% for the first nine months of 2011. Multi-brand business line The Multi-brand business line, which includes the activities of the online stores yoox.com, thecorner.com and shoescribe.com, recorded net consolidated revenues of Euro 186,283 thousand, an increase of 22.2% compared with the figure of Euro 152,445 thousand at September 30, 2011. All three online stores made a positive contribution to this result; specifically, the brilliant performance of thecorner.com should be pointed out,

14 The indicators refer to yoox.com thecorner.com, shoescribe.com and to the mono-brand online stores “Powered by YOOX Group”. 15 Source: Site Catalyst for yoox.com, Google Analytics for thecorner.com, shoescribe.com and the mono-brand online stores “Powered by YOOX Group”. 16 Average Order Value or AOV, excluding VAT indicates the average value of each purchase order. 17 An Active Customer is defined as a customer who placed at least one order during the 12 preceding months. 18 Calculated by dividing the overall total of seconds in the period in question by the number of orders processed at Group level in the same space of time.

YOOX GROUP


a strong upturn compared with the first half-year period, plus the excellent results achieved by shoescribe.com in the six months following its launch. Overall, at September 30, 2012, the Multi-brand business line accounted for 70.0% of the Group's consolidated net revenues. Operating profit for the Multi-brand business line stands at Euro 22,943 thousand, an increase of 11.9% compared with the figure of Euro 20,502 thousand at September 30, 2011, with a margin of 12.3% compared with 13.4% for the first nine months of 2011. This result is affected by a good performance in the quarter which is due to the improvement in gross profit – which fell in the first half-year period – and to the operating leverage on logistics costs, which more than offset the increase in sales and marketing costs due, in the main, to the strengthening of the team. Specifically, the increase in gross profit is attributable to the global optimization of shipping, pricing and promotional policies, fully implemented by the Group since July 2012. These policies also benefited in part by a more balanced mix of Spring/Summer and Autumn/Winter sales for yoox.com compared with the previous year. The improvement in gross profit was also helped by favourable Euro/Dollar exchange rates. Mono-brand business line The Mono-brand business line includes the planning, set-up and management of the online stores of some of the leading global luxury fashion brands. This business line posted consolidated net revenues of Euro 79,834 thousand, up 53.6% from Euro 51,983 thousand at September 30, 2011. The growth in the Mono-brand business line is partly due to the strong performance of the online stores that were already active at September 30, 2011, and partly due to the seven new online stores launched during the following 12 months: armani.com, trussardi.com, barbarabui.com, pringlescotland.com, pomellato.com, alexanderwang.com, sergiorossi.com, with the addition, from March and September 2012, respectively, of dsquared2.com and moncler.com in China. Overall, at September 30, 2012, the Mono-brand business line accounted for 30.0% of the Group's consolidated net revenues with 33 online stores. Operating profit for the Mono-brand business line stands at Euro 14,566 thousand, an increase of 62.4% compared with Euro 8,968 thousand for the first nine months of 2011, with a margin of 18.2% compared with 17.3% at September 30, 2011. The increase in profitability is due to both a greater contribution from web marketing, web design, set-up and maintenance of online stores, and to the lower impact of logistics costs thanks to the considerable improvement in operating efficiency related to the new highly automated techno-logistics platform. Consolidated net revenues by geographical area Below is a breakdown of the Group’s consolidated net revenue by geographical area at September 30, 2012. Thousand Euro September 30, 2012 September 30, 2011 Change

Italy 41,264 15.5% 41,773 20.4% -509 -1.2%

Europe (excluding Italy) 128,114 48.1% 101,396 49.6% 26,717 26.3%

North America 56,332 21.2% 40,222 19.7% 16,110 40.1%

Japan 23,003 8.6% 13,794 6.7% 9,209 66.8%

Other Countries 10,213 3.8% 3,816 1.9% 6,397 167.6%

Not country related 7,192 2.7% 3,427 1.7% 3,765 109.9%

Total YOOX Group 266,117 100.0% 204,428 100.0% 61,689 30.2%

The Group’s forceful expansion at international level continues: all the main foreign markets, which at September 30, 2012 already represent 84%19 of total net revenues, recorded important growth rates compared with the first nine months of 2011. Specifically, North America was confirmed once again as the Group’s major market, with sales of Euro 56,332 thousand, corresponding to 21.2% of consolidated net revenues, a growth of 40.1%20 over the first nine months of 2011. Performance in Japan was particularly good, with growth of 66.8%21 compared with the first nine months of 2011, and growth was also sustained in the Other Countries. The results for the rest of Europe were also very positive, with growth of 26.3% recorded. The main countries that contributed to the Group’s revenues in Europe in the first nine months of 2012 were France, Germany and

19 Excludes the “Not country related” segment. 20 +27.5% at constant exchange rates. 21 +49.7% at constant exchange rates.

YOOX GROUP


the UK, which all reported improved figures compared with the same period of the previous year and Russia, which continues to achieve outstanding results. Lastly the Italian market is showing signs of recovery. Positive figures were recorded in the third quarter and, with sales of Euro 41,264 thousand in the first nine months of 2012 (-1.2% compared with the first nine months of 2011), it consolidated the good results recorded at September 30, 2011. The “Not country related” item (+109.9% compared with September 30, 2011) includes the set-up and maintenance activities for the online stores, for the media partnership projects in the Multi-brand business line, for web marketing and web design services in the Mono-brand business line, and for other services offered to Mono-brand partners.

The Group made investments totalling Euro 21,001 thousand in the first nine months of 2012, comprising Euro 10,682 thousand in intangible assets and Euro 10,319 thousand in property, plant and equipment. Increases in intangible assets were mainly for investments in multi-year development projects valued at Euro 8,517 thousand. These investments have been made by YOOX S.p.A. for specific projects aimed at the ongoing 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 assets. Investments in tangible assets are mainly linked to investments in the highly automated techno-logistics platform, a project in which the Group has been investing since the fourth quarter of 2010.

INVESTMENTS

YOOX GROUP


Consolidated statement of financial position The tables below contain the figures taken from the Group’s reclassified consolidated statement of financial position at September 30, 2012 and the Group’s consolidated statement of cash flows for the same period. Reclassified consolidated statement of financial position at September 30, 2012:

Thousand Euro Sept 30, 2012 Dec 31, 2011 % Change

Net working capital22 38,975 32,998 18.1%

Non-current assets 49,565 36,911 34.3%

Non-current liabilities (excluding financial liabilities) (415) (296) 40.1%

Net invested capital23 88,125 69,613 26.6%

Shareholders’ Equity 94,149 82,554 14.0%

Net debt/(Net financial position)24 (6,023) (12,941) -53.5%

Total Sources of Financing 88,125 69,613 26.6%

Net working capital rose from Euro 32,998 thousand at December 31, 2011 to Euro 38,975 thousand at September 30, 2012. This rise id due largely to the increase in stock needed to support the future growth of the multi-brand business line. Reclassified consolidated statement of cash flows at September 30, 2012:

Thousand Euro Sept 30, 2012 Sept 30, 2011 % Change

Cash flow generated by (used in) operating activities 8,603 (4,187) >100%

Cash flow generated by (used in) investing activities (13,903) (16,313) -14.8%

Sub-Total (5,300) (20,500) -74.1%

Cash flow generated by (used in) financing activities 4,256 8,853 -51.9%

Total cash flow for the period (1,044) (11,647) -91.0%

In the first nine months of 2012, the cash flow generated by operating activities stood at Euro 8,603 thousand and that generated by financing activities stood at Euro 4,256 thousand. They were used to support Group investments, equal to Euro 13,903 thousand, mainly related to the techno-logistics platform and investments in technology.

22 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.

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

24 Net debt (or net financial position) is the sum of cash and cash equivalents, other current financial assets, net of bank loans and borrowings and other financial payables falling due within one year, other current financial liabilities and non-current financial liabilities. Net debt (or net financial position) is not recognised as an accounting measure under Italian GAAP or the IFRS endorsed by the European Union. The measurement criterion adopted by the Company might not be consistent with that adopted by other groups, 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 debt (or net financial position), see the table below in the section “Debt/Consolidated net financial position”. Other current financial assets are not governed in detail in CESR's definition of net debt (or net financial position): the Group considers it appropriate to supplement this definition by including receivables from acquirers and logistics operators that have been requested to collect cash on delivery under “other current financial assets”.

FINANCIAL MANAGEMENT

YOOX GROUP


Debt/Consolidated net financial position The table below gives details of the YOOX Group’s net financial position at September 30, 2012.

Thousand Euro Sept 30, 2012 Dec 31, 2011 % Change

Cash and cash equivalents 21,699 22,743 -4.6%

Other current financial assets 6,642 5,466 21.5%

Bank loans and other current financial payables (5,339) (2,527) >100%

Other current financial liabilities (715) (1,218) -41.3%

Short-term net financial position 22,286 24,463 -8.9%

Medium-long term financial liabilities (16,263) (11,522) 41.1%

(Debt)/Consolidated net financial position 6,023 12,941 -53.5%

In accordance with the Group’s organisational structure, treasury operations are centralised at the Parent, YOOX S.p.A., which manages the majority of 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 21,699 thousand at September 30, 2012, and are made up of cash, negotiable instruments and demand deposits or short-term deposits with banks, which are actually available and readily usable. At September 30, 2012, financial liabilities stand at Euro 21,602 thousand and are mainly made up of medium/long-term loans agreed for funding the investment in the techno-logistics platform. Specifically, there are two loans, one supplied by Banca Nazionale del Lavoro for Euro 14,000 thousand (of which Euro 4,000 thousand is short-term) and one supplied by Banca Sella for Euro 5,000 thousand. The remaining financial liabilities refer to finance leases for a total of Euro 1,969 thousand (of which Euro 904 thousand is current) dedicated to investments in technology, a loan agreement signed with De Lage Landen for a total of Euro 316 thousand (of which Euro 119 thousand is current) and the residual subsidised loan provided by Simest (Società Italiana per le Imprese all’Estero) of Euro 77 thousand, which is due in March 2013. To support future growth in China, the subsidiary Mishang Trading (Shanghai) Ltd Co. obtained a short-term credit line of Euro 199 thousand. Other current financial liabilities at September 30, 2012 of Euro 715 thousand, include the negative fair value of transactions in derivatives (accounted for according to IAS 39 using the Cash flow hedge method) set up to hedge the interest rate risk in relation to the financing in place and the exchange rate risk mainly from sales in US Dollars and Japanese Yen. Other current financial assets at September 30, 2012, equal to Euro 6,642 thousand include financial receivables of Euro 6,544 thousand due to the Group from “acquirers” who manage authorisation for cards belonging to national/international credit or debit card companies used for online sales, and logistics operators who are asked for cash for payments on delivery. The remaining part is attributable to the positive fair value of transactions in derivatives (accounted for according to IAS 39 using the Cash flow hedge method) set up to hedge the interest rate risk from sales in US dollars.

YOOX GROUP


At September 30, 2012, the Group total headcount stood at 573 employees, a growth of 22% compared with September 30, 2011. The table below shows a breakdown of the headcount25: Number Sept 30, 2012 Sept 30, 2011 Change

Managers 25 24 1

Junior managers 50 34 16

Employees and trainees 434 362 72

Abroad 64 49 15

Total headcount 573 469 104

Around 89% of the headcount is attributed to employees who are located in the three Italian offices, with the remaining 11% being located in Group offices abroad. Compared with December 31, 2011, the total staff of the Group grew by 104 resources, equal to a 22% increase.

The YOOX S.p.A. Parent corporate governance model is described in detail in the Report on Corporate Governance and Shareholder Structure at December 31, 2011, which should be referred to. The significant corporate governance events that have taken place in 2012 at the time of writing are listed below.

25 The headcount does not include the Chief Executive Officer of Yoox S.p.A., interns or consultants.

CORPORATE GOVERNANCE

HUMAN RESOURCES

YOOX GROUP


Allocation of shares following the exercise of stock options The table below contains the allocations in the first nine months of 2012 of YOOX S.p.A. ordinary shares following the exercising of stock options of the Stock Option Plans and the strike prices. Strike price (in Euro)

Stock Option Plans Grant date 46.48 59.17 106.50 131.78 305.24 277.68 512.20 Total stock

options Total post-split

shares

2001 – 2003 Jan 26, 2012 1,155 1,155 60,060

2003 – 2005 Jan 26, 2012 10,457 10,457 543,764

2004 – 2006 Jan 26, 2012 3,544 3,544 184,288

2006 – 2008 Jan 26, 2012 4,842 4,842 251,784

2007 – 2012 Jan 26, 2012 6,539 6,539 340,028

Sub-total 15,156 11,381 - - - - - 26,537 1,379,924

2001 – 2003 Feb 7, 2012 298 750 1,048 54,496

2003 – 2005 Feb 7, 2012 3,355 3,355 174,460

2004 – 2006 Feb 7, 2012 4,912 4,912 255,424

2007 – 2012 Feb 7, 2012 2,000 1,100 3,100 161,200

Sub-total 8,565 2,000 1,850 - - - - 12,415 645,580

2001 – 2003 March 15, 2012 1,292 1,292 67,184

2003 – 2005 March 15, 2012 561 561 29,172

2006 – 2008 March 15, 2012 500 500 26,000

2007 – 2012 March 15, 2012 1,334 1,050 2,384 123,968

Sub-total 1,853 1,834 1,050 - - - - 4,737 246,324

2007 – 2012 May 10, 2012 100 100 5,200

Sub-total - - 100 - - - - 100 5,200

2004 – 2006 May 24, 2012 1,000 1,000 52,000

2006 – 2008 May 24, 2012 2,000 2,000 104,000

2007 – 2012 May 24, 2012 18,424 18,424 958,048

Sub-total - 20,424 1,000 - - - - 21,424 1,114,048

2003 – 2005 June 15, 2012 1,154 1,154 60,008

2006 – 2008 June 15, 2012 1,000 1,000 52,000

2009 – 2014 June 15, 2012 161 442 6 609 31,668

Sub-total 1,154 1,000 - - 161 442 6 2,763 143,676

2001 – 2003 July 24, 2012 1,846 1,846 95,992

2003 – 2005 July 24, 2012 2,800 840 3,640 189,280

2004 – 2006 July 24, 2012 1,000 1,500 2,500 130,000

2006 – 2008 July 24, 2012 530 530 27,560

2009 – 2014 July 24, 2012 52 52 2,704

Sub-total 4,646 530 1,840 1,500 - - 52 8,568 445,536

Total 31,374 37,169 5,840 1,500 161 442 58 76,544 3,980,288

Given the above, the share capital issued by YOOX S.p.A. at September 30, 2012 is Euro 570,544.00, divided into 57,054,400 ordinary shares with no par value.

YOOX GROUP


Stock option and share granting relating to the YOOX S.p.A. 2009-2014 Company Incentive Stock Option Plan The Company’s Board of Directors approved the 2009-2014 YOOX S.p.A. Stock Option Plan: - on February 8, 2012, the granting to three beneficiaries of 4,490 options valid for the subscription of 233,480

YOOX ordinary shares; - on March 12, 2012, the granting to 273 beneficiaries of 8,058 options valid for the subscription of 419,016

YOOX ordinary shares; - on August 3, 2012, the granting to one beneficiary of 321 options valid for the subscription of 16,692 YOOX

ordinary shares; - on September 21, 2012, the granting to 15 beneficiaries of 9,576 options valid for the subscription of 497,952

YOOX ordinary shares. On August 6, 2012, the Company had paid over 31,338 ordinary shares relating to the Company Incentive Plan to 18 beneficiaries. Stock Grant Plan On April 27, 2012 the Shareholders’ Meeting, pursuant to Article 114-bis of Legislative Decree 58/1998, approved the establishment of a new incentive and loyalty plan known as the Stock Grant Plan for employees of YOOX S.p.A. and companies directly or indirectly controlled by it, to be implemented through the allocation, free of charge, of a total of 550,000 YOOX S.p.A. ordinary shares, giving the Board of Directors the mandate to adopt the regulation. The details of the Stock Grant Plan can be consulted on the Company’s website www.yooxgroup.com under the section Corporate Governance – Company Documents. 2012-2015 Stock Option Plan and granting of options relating to the 2012-2015 Stock Option Plan On June 29, 2012 the Shareholders’ Meeting, in its ordinary session, approved, pursuant to Article 114-bis of Legislative Decree 58/1998, the establishment of a new incentive and loyalty scheme known as the “2012-2015 Stock Option Plan” for YOOX S.p.A. executive directors, to be implemented through the free granting of options valid for subscribing new-issue YOOX S.p.A. ordinary shares (in the ratio of one ordinary share for every one option exercised) which had still not been allocated. In its extraordinary session, the Shareholders’ Meeting approved the divisible paid-in capital increase for a maximum amount of Euro 15,000.00 to be transferred to the share capital, with the exclusion of the option right pursuant to Article 2441, paragraph 4, subparagraph 2 of the Italian Civil Code, to be reserved for subscription by the beneficiaries of the 2012-2015 Stock Option Plan above. The strike price of each option, for the subscription of one new issue ordinary share under the capital increase, will be established according to the average weighting of the official YOOX S.p.A. ordinary share price recorded on the Mercato Telematico Azionario organised and managed by Borsa Italiana S.p.A. in the thirty days trading prior to the option allocation date. The 2012-2015 Stock Option Plan includes the allocation of a total of 1,500,000 YOOX ordinary shares equal to 2.3% of the Company’s fully diluted share capital, which refers to the share capital issued and subscribed if the capital increases already approved and destined to service the existing stock option plans are carried out in full, taking into account options already granted and those which can potentially be granted to the related beneficiaries. For details of the 2012-2015 Stock Option Plan, including the implementation terms and conditions, refer to the information document produced pursuant to Article 84-bis of CONSOB Regulation 11971/1999, which can also be consulted on the Company’s website www.yooxgroup.com under the section Corporate Governance – Company Documents. On September 21, 2012, in order to execute the YOOX S.p.A. 2012-2015 Stock Option Plan, the Company’s Board of Directors approved the plan and, on the proposal of the Remuneration Committee, the allocation in favour of the CEO Federico Marchetti of 1,500,000 options valid for the subscription of 1,500,000 YOOX ordinary shares in the ratio of one new ordinary share for every one option exercised.

YOOX GROUP


Board of Directors On April 27, 2012, the Shareholders’ Meeting appointed the Board of Directors for the three-year period 2012-2014. It is composed of seven members: - Federico Marchetti; - Stefano Valerio; - Catherine Gérardin-Vautrin (independent director); - Mark Evans; - Elserino Mario Piol (independent director); - Massimo Giaconia (independent director); - Raffaello Napoleone (independent director). At the end of the Meeting, the Board of Directors met and confirmed Federico Marchetti as Chairman and CEO of the Company and Stefano Valerio as Vice Chairman of the Company allocating their powers. The Board of Directors also adopted resolutions on the subject of corporate governance. For more details, refer to the Press Release issued on April 27, 2012, which is available on the Company website www.yooxgroup.com, under the section “Investor Relations”. The Board of Directors also appointed: - the members of the Control and Risks Committee in the persons of Directors Massimo Giaconia (chairman),

Elserino Mario Piol and Raffaello Napoleone; - the members of the Remuneration Committee in the persons of Directors Elserino Mario Piol (chairman),

Catherine Gérardin-Vautrin and Massimo Giaconia; - the members of the Committee for the Appointment of Directors in the persons of Directors Massimo

Giaconia (chairman), Catherine Gérardin-Vautrin and Stefano Valerio; - the members of the Committee for Related-Party Transactions in the persons of Directors Massimo Giaconia

(chairman), Elserino Mario Piol and Raffaello Napoleone. Lastly, the Board of Directors appointed Federico Marchetti as Executive Director with responsibility for the internal control and risk management system and the independent director Massimo Giaconia as Lead Independent Director. Board of Statutory Auditors On April 27, 2012, the Shareholders’ Meeting appointed the Board of Statutory Auditors for the three-year period 2012-2014. It is composed of: - Filippo Tonolo (Chairman); - David Reali (Standing Auditor); - Patrizia Arienti (Standing Auditor); - Edmondo Maria Granata (Alternate Auditor); - Salvatore Tarsia (Alternate Auditor). Approval of the Separate Financial Statements at December 31, 2011 The Shareholders’ Meeting of April 27, 2012 convened at a second call, in an ordinary session, approved the separate financial statements for the year ended December 31, 2011, resolving to carry forward YOOX S.p.A.’s entire net profit for the year. Remuneration Report On April 27, 2012, the Shareholders’ Meeting approved, with a non-binding vote, Section I of the Remuneration Report produced pursuant to Articles 123-ter of Legislative Decree 58/1998 and 84-quater, as well as in compliance with Annex 3A Statements 7-bis and 7-ter of CONSOB Regulation 11971/1999.

YOOX GROUP


Integration of the methods and conditions for conducting auditing assignments by KPMG S.p.A. Following the proposal of the Board of Statutory Auditors, on April 27, 2012, the Shareholders’ Meeting approved the integration of the methods and conditions for conducting auditing assignments by KPMG S.p.A., pursuant to Legislative Decree 39/2010, granted by the Ordinary Shareholders’ Meeting on September 8, 2009, as modified by the Ordinary Shareholders’ Meeting on April 21, 2010, for the financial years from December 31, 2009 to December 31, 2017. Purchase and disposal of treasury shares The Shareholders’ Meeting on April 27, 2012 approved and authorised the purchase and disposal of treasury shares, in compliance with Articles 2357, 2357-ter of the Italian Civil Code and Article 132 of Legislative Decree 58/1998 and related implementing arrangements, following the revocation of the resolution approved by the Shareholders’ Meeting on May 5, 2011, for the part not executed. 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 130,662 treasury shares in its portfolio equal to 0.229% of the share capital to date. Approval and implementation of the 2011 Internal Audit Plan In line with the activities carried out in previous financial years, and as a continuation thereof, with special reference to the subjects of compliance pursuant to Legislative Decree 231/01 and Law 262/05, the Internal Control Manager drafted the 2012 Internal Audit Plan which was presented and approved on March 5, 2012 by the Director in charge of supervising the internal control function and on March 5, 2012 it was shared with the Internal Control Committee. The Internal Control Manager implemented the planned activities following the time schedules and methods. The continuity of the activities already carried out, those being carried out and those that will be necessary in the future, and will be promptly shared, should be representative of the YOOX S.p.A. Internal Control System’s suitability, effectiveness and efficiency. On April 27, the Board of Directors appointed Riccardo Greghi as Head of the Internal Audit Department. On the same date, the Board of Directors appointed the following persons as members of the Supervisory Board: - Rossella Sciolti (Chairwoman); - Gerardo Diamanti; - Riccardo Greghi allocating them the responsibilities and functions in Model 231 and establishing their period of office as until the approval of the financial statements at December 31, 2014.

New trussardi.com lines Since October 5, 2012, the new Tru Trussardi and Trussardi Jeans lines have been available in the online store trussardi.com “Powered by YOOX Group”. Deactivation of energie.it The online store energie.it “Powered by YOOX Group” was deactivated on October 5, 2012. Launch of yoox.cn To complete the strategy of penetration into the Chinese market, on October 8, 2012, the new yoox.com was launched in China. yoox.cn will be able to benefit from the Group’s two years of investments aimed at affirming its position in this market as the official and authorised Internet retailing partner of the leading fashion brands and at creating a fully localised structure with a dedicated team.

SUBSEQUENT EVENTS

YOOX GROUP


New Credit line On October 17, 2012 a new credit line was granted in the form of a stand by revolving loan from UniCredit for a sum of Euro 5,00,000 expiring on April 17, 2014 at the Euribor plus 220 bps.

In light of the positive performance of online retail and the results achieved by the Group in the first nine months of the year, it is reasonable to expect that YOOX Group will continue to increase revenues and improve profitability in the fourth quarter. It is likely that contribution to this result will come from both the Multi-brand and Mono-brand business lines and that the Group’s growth will be driven by the international markets, which represent an ever-increasing share of total net revenues. The Group will continue, in line with expectations, with its investment policy tied to both the development and consolidation of its multi-channel technology and the capacity expansion of the highly-automated operations and distribution platform in Bologna. Lastly, internal initiatives to improve efficiency and ensure tight cost control will also continue.

Zola Predosa (BO), November 7, 2012 For the Board of Directors

Chairman of the Board of Directors Federico Marchetti

BUSINESS OUTLOOK

YOOX GROUP


Annex 1: Incentive plans and impact on the reclassified consolidated income statement Impact of Incentive Plans in the third quarter of 2012: Thousand Euro 3Q 2012 % Total 3Q 2011 % Total

Fulfilment costs (8,635) (7,961)

of which Incentive Plans (106) 10.1% (87) 9.1%

Sales and marketing costs (10,128) (7,468)


General expenses (7,156) (4,887)


Incentive Plans total (1,054) 100.0% (956) 100.0%

Impact of Incentive Plans in the first nine months of 2012: Thousand Euro September 30, 2012 % Total September 30, 2011 % Total




of which Incentive Plans (764) 26.5% (1,046) 33.2%


of which Incentive Plans (1,785) 61.8% (1,925) 61.1%

Incentive Plans total (2,887) 100.0% (3,150) 100.0%

ANNEXES TO THE DIRECTORS’ REPORT

YOOX GROUP


CONSOLIDATED FINANCIAL STATEMENTS AT SEPTEMBER 30, 2012

YOOX GROUP

YOOX GROUP

YOOX GROUP


Consolidated financial statements at September 30, 2012 prepared in compliance with International Accounting Principles (IFRS) ................................................................................................................................. 35 Consolidated income statement ............................................................................................................................ 35 Consolidated statement of comprehensive income ............................................................................................... 36 Consolidated statement of financial position ......................................................................................................... 37 Statement of changes in consolidated equity at September 30, 2011 and September 30, 2012 .......................... 38 Consolidated statement of cash flows ................................................................................................................... 39 Approval of Consolidated Interim Financial Statements at September 30, 2012 .................................................. 40 Scope of consolidation........................................................................................................................................... 40 Information by business line .................................................................................................................................. 41 Information by geographical area .......................................................................................................................... 43 Basic and diluted earnings per share .................................................................................................................... 43 Stock Option and Incentive Plans .......................................................................................................................... 44

CONTENTS

YOOX GROUP

YOOX GROUP


Consolidated income statement

Thousand Euro Sept 30, 2012 Sept 30, 2011

Net revenues 266,117 204,428

Cost of goods sold (173,776) (130,493)




Other income and expenses (1,194) (755)

Operating profit 7,032 6,960

Income/Loss from investment in associates - -

Financial income 1,528 336

Financial expenses (2,563) (752)

Profit before tax 5,998 6,544

Taxes (2,593) (2,913)

Consolidated net income for the period 3,405 3,631

of which:

Attributable to shareholders of the Parent Company 3,405 3,631

Attributable to Third Parties - -

Basic earnings per share (in Euro) 0.06 0.07

Diluted earnings per share (in Euro) 0.06 0.07

CONSOLIDATED FINANCIAL STATEMENTS AT SEPTEMBER 30, 2012 PREPARED IN COMPLIANCE WITH INTERNATIONAL ACCOUNTING PRINCIPLES (IFRS)

YOOX GROUP


Consolidated statement of comprehensive income Thousand Euro Sept 30, 2012 Sept 30, 2011

Consolidated net income for the period 3,405 3,631

Other components of comprehensive income, net of tax effects Foreign currency translation differences for foreign operations (92) 227 Profit/(loss) from cash flow hedges 434 (629) Total other comprehensive income 342 (402) Total consolidated comprehensive income for the period 3,747 3,229 of which: Consolidated comprehensive income attributable to owners of the Parent 3,747 3,229 Attributable to Third Parties - -

YOOX GROUP


Consolidated statement of financial position Thousand Euro Sept 30, 2012 Dec 31, 2011

Non-current assets Property, plant and equipment 25,759 19,315Intangible assets with finite useful life 17,905 12,186Investment in associates 59 -Deferred tax assets 5,209 4,799Other non-current financial assets 632 610 Total non-current assets 49,565 36,911 Current assets Stocks 122,924 101,862Trade receivables 10,737 8,245Other current assets 4,570 4,694Cash and cash equivalents 21,699 22,743Current financial assets 6,545 5,466 Total current assets 166,475 143,010 Total assets 216,041 179,921 Shareholders’ Equity Share capital 571 531Reserves 76,421 68,271Retained earnings (losses carried forward) 13,752 3,752Consolidated net income for the period 3,405 10,000 Equity attributable to shareholders of the Parent Company 94,149 82,554Equity attributable to Third Parties - - Total consolidated equity 94,149 82,554 Non-current liabilities Medium-long term financial liabilities 16,263 11,522Employee benefits 213 213Provisions for risks and charges - -Deferred tax liabilities 202 83 Total non-current liabilities 16,678 11,819 Bank loans and other current financial liabilities 5,339 2,527Provisions for risks and charges 208 199Trade payables 81,994 62,794Tax liabilities 501 310Other payables 17,172 19,719 Total current liabilities 105,214 85,548 Total consolidated equity and liabilities 216,041 179,921

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YOOX GROUP


YOOX GROUP


Consolidated statement of cash flows

Thousand Euro September 30,

2012September 30,

2011

Consolidated net income for the period 3,405 3,631 Adjustments for:

Taxes 2,593 2,913

Financial expenses 2,563 752

Financial income (1,528) (336)

Share of income/loss from investment in associates - -

Depreciation, amortisation and impairment losses 8,839 4,853

Fair value measurement of stock options 2,887 3,150

Unrealised effect of changes in foreign exchange rates (92) 227

Capital (Gains)/losses on sale of non-current assets (1) (2)

Employee benefits 6 14

Provisions for risks and charges 195 212

Payment of employee benefits (7) (9)

Use of provisions for risks and charges (185) (467)

Changes in inventories (21,062) (14,859)

Changes in trade receivables (2,493) (968)

Changes in trade payables 19,200 6,287

Changes in other current assets and liabilities (1,989) (4,918) Cash flow generated by (used in) operating activities 12,330 480

Income tax paid (2,693) (4,251)Interest and other financial expenses paid (2,563) (752)Interest and other financial income received 1,528 336 NET CASH GENERATED BY (USED IN) OPERATING ACTIVITIES 8,603 (4,187) Investing activities Acquisition of property, plant and equipment (3,140) (10,087)Acquisition of intangible assets (10,682) (6,096)Acquisition of equity investments (59) -Acquisition of other non-current financial assets (22) (130) NET CASH GENERATED BY (USED IN) INVESTING ACTIVITIES (13,903) (16,313)

Financing activities

Repayment of short-term liabilities - (2,509)

New medium-long term financial liabilities 588 6,783

Repayment of medium-long term financial liabilities (213) -

Treasury share acquisition - (622)

Increase in share capital and share premium reserve 5,002 818

Investments/disinvestments in other financial assets (1,079) 5,082

Variation through difference between cash flow effect and action of Incentive Plans (42) (70)

Changes in the hedging reserve - (629) NET CASH FLOW GENERATED BY (USED IN) FINANCING ACTIVITIES 4,256 8,853 TOTAL CASH FLOW FOR THE PERIOD (1,044) (11,647) Cash and cash equivalents at the beginning of the period 22,743 24,188Cash and cash equivalents at the end of the period 21,699 12,541

TOTAL CASH FLOW FOR THE PERIOD (1,044) (11,647)

YOOX GROUP


The consolidated interim financial statements at September 30, 2012 were approved by the Board of Directors on November 7, 2012.

The scope of consolidation as of September 30, 2012 comprises the following subsidiaries of YOOX S.p.A.: YOOX Corporation, formed in 2002 to manage sales activities in America; YOOX Japan, formed in 2004 to manage sales activities in Japan; Y Services, formed in 2007 to manage the US sales of the online stores for the following brands: Diesel,

Marni, Dolce and Gabbana, Zegna 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. At September 30, 2012 the scope of consolidation includes the following companies:

Company Registered offices Share capital at

September 30, 2012 (Thousand Euro)

Percentage held at September 30,

2012

YOOX Via Nannetti,1– 40069 Zola Predosa – Bologna, Italy 571 -

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

Y Services Delaware, 1220 Market St. Ste 806, Wilmington 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 4,000 100%

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 has not changed since either December 31, 2011 or September 30, 2011.

SCOPE OF CONSOLIDATION

APPROVAL OF CONSOLIDATED INTERIM FINANCIAL STATEMENTS AT SEPTEMBER 30, 2012

YOOX GROUP


The exchange rates used for converting the financial statements and account balances into currencies other than the Euro at September 30, 2012, December 31, 2011 and September 30, 2011 are as follows: (source www.uic.it): Exchange rate at September 30, 2012 Average exchange rate for the first nine months of 2012

USD 1.2930 1.2808

JPY 100.37 101.61

CNY 8.1261 8.1058

HKD 10.026 9.9381

GBP 0.7981 0.8120

Exchange rate at Dec 31, 2011 Average exchange rate for 2011

USD 1.2939 1.3920

JPY 100.20 110.96

CNY 8.1588 8.9960

HKD 10.051 10.836

GBP 0.8353 0.8679

Exchange rate at September 30, 2011 Average exchange rate for the first nine months of 2011

USD 1.3503 1.4065

JPY 103.79 113.19

CNY 8.6207 9.1378

HKD 10.5213 10.9518

GBP 0.8667 0.8714

The foreign currencies are reported against Euro units.

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

from March 2012, shoescribe.com, described in the Directors’ Report; 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 business lines. This Area includes Group management and the administrative, finance and control, legal, general services, human resources, communication and image, technology, investor relations and internal audit functions. The Group evaluates the performance of its business lines according to their operating results, these being the results generated by ordinary operations.

INFORMATION BY BUSINESS LINE

YOOX GROUP


The business line revenues shown are those directly generated by or attributable to the business line 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 business lines. Business line costs comprise the direct costs charged by third parties in relation to the operating activities of the business line or directly attributable to the business line. No costs are incurred in relation to other business lines. 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 business lines, and the information presented here is consistent with this reporting system. General expenses and other non-recurring income and expenses, income from equity investments, financial income and expenses and taxes incurred in Group operations remain the responsibility of the Corporate Area since they are not related to the business lines, 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 consolidated financial statements at December 31, 2011. Income statement figures for each business line at September 30, 2012 with a reconciliation of entries with the Group’s income statement, is presented below: Description Multi-brand Mono-brand Corporate Group total Sept.-12 Sept.-11 Sept.-12 Sept.-11 Sept.-12 Sept.-11 Sept.-12 Sept.-11

Business line net revenues 186,283 152,445 79,834 51,983 266,117 204,428

Business line operating profit 22,943 20,502 14,566 8,968 37,509 29,470

Reconciliation with Group results:

(26,378) (20,335) (26,378) (20,335)General expenses Other depreciation and amortisation not attributable to business lines (2,905) (1,420) (2,905) (1,420)

Other income and expenses (1,194) (755) (1,194) (755)


Other items

Group operating profit/(loss) 22,943 20,502 14,566 8,968 (30,477) (22,510) 7,032 6,960

Income/loss from investment in associates - - - -

Financial income 1,528 336 1,528 336

Financial expenses (2,563) (752) (2,563) (752)

Profit before tax 5,998 6,544

Taxes (2,593) (2,913) (2,593) (2,913)

Profit for the year 3,405 3,631

YOOX GROUP


Revenues generated by the Group from transactions with third-party customers break down as follows: Description September 30, 2012 September 30, 2011

Italy 41,264 41,773

Europe (excluding Italy) 128,114 101,396

North America 56,332 40,222

Japan 23,003 13,794

Other countries 10,213 3,816

Not country related 7,192 3,427

Total 266,117 204,428

The “Not country related” item comprised the set-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 to Mono-brand partners. The table showing revenue by geographical area complies with the Group control model: only sales to online customers are included in the actual control model, allocated by country. In the first nine months of 2012 and 2011, revenue generated from transactions with the largest third-party customer did not exceed 10% of the Group’s total revenues.

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 September 30, 2012 September 30, 2011

Basic earnings 3,405 3,631

Average number of ordinary shares 55,599,739 52,850,365

Basic EPS 0.0612 0.0691

Calculation of diluted EPS September 30, 2012 September 30, 2011

Basic earnings 3,405 3,631

Average number of ordinary shares 55,599,739 52,850,365

Average number of shares granted without consideration 4,887,744 1,145,340

Total 60,487,483 53,725,705

Diluted EPS 0.0563 0.0676

The average number of shares granted without consideration at September 30, 2012 and September 30, 2011 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 years. In calculating the basic earnings per share (basic EPS) and the diluted per share (diluted EPS) given in the table above, the repurchase of 162,000 treasury shares which took place between July 2, 2010 and November 7, 2011 has been taken into account. Treasury shares repurchased led to a decrease in the calculation of the average number of existing ordinary shares net of the 31,338 shares, related to the Company Incentive Plan, granted on August 6, 2012 to 18 beneficiaries.

BASIC AND DILUTED EARNINGS PER SHARE

INFORMATION BY GEOGRAPHICAL AREA

YOOX GROUP


Granting of stock options Following approval of the share-split at the Extraordinary Shareholders’ Meeting of the Parent Company 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, except for the 2012-2015 Stock Option Plan which provides for the ratio of one share for every option exercised. With reference to the Stock Option Plans and Company Incentive Plans reserved for employees, associates, consultants and directors of the Company and its subsidiaries, at September 30, 2012 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 not exercised

(d = a-b-c)

Granted, not vested

Granted, vested, not exercisable

Granted, vested and exercisable

2001 – 2003 80,575 31,560 44,515 4,500 0 0 4,500

2003 – 2005 36,760 3,000 30,414 3,346 0 0 3,346

2004 – 2006 32,319 12,650 16,894 2,775 0 0 2,775

2006 – 2008 31,303 200 20,870 10,233 0 0 10,233

2007 – 2012 102,600 3,650 52,813 46,137 0 0 46,137

2009 – 2014 94,448 10,353 1,022 83,073 29,345 0 53,728

Total 378,005 61,413 166,528 150,064 29,345 0 120,719

At September 30, 2012, 2,690 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 price for the period (in Euro)

15.91 46.48 59.17 106.50 131.78 277.68 305.24 360.88 407.16 441.48 489.32 499.20 512.20 521.56 578.24 582.92 Options

Total Share Total

2001-2003 1,250 500 0 2,750 0 0 0 0 0 0 0 0 0 0 0 0 4,500 234,000

2003-2005 0 2,346 0 1,000 0 0 0 0 0 0 0 0 0 0 0 0 3,346 173,992

2004-2006 0 2,075 0 500 200 0 0 0 0 0 0 0 0 0 0 0 2,775 144,300

2006-2008 0 0 10,233 0 0 0 0 0 0 0 0 0 0 0 0 0 10,233 532,116

2007-2012 0 0 45,037 1,100 0 0 0 0 0 0 0 0 0 0 0 0 46,137 2,399,124

2009-2014 0 0 0 0 0 40,073 11,876 963 1,625 4,490 1,926 9,576 7,566 2,247 2,410 321 83,073 4,319,796

Total 1,250 4,921 55,270 5,350 200 40,073 11,876 963 1,625 4,490 1,926 9,576 7,566 2,247 2,410 321 150,064 7,803,328

The following should be noted with reference to the 2009-2014 Stock Option Plan:

- on February 8, 2012 the Board of Directors of the Parent Company approved the allocation on a three-year basis, to three beneficiaries, of 4,490 options valid for the subscription of 233,480 YOOX ordinary shares (in the ratio of 52 new shares for each option exercised), at a subscription price for each single share of Euro 8.49 corresponding to the weighted average of the prices recorded for YOOX ordinary shares on the Mercato Telematico Azionario organised and managed by Borsa Italiana S.p.A. in the 30 (thirty) days trading on the stock exchange prior to the option grant date;

- on March 12, 2012 the Board of Directors of the Parent Company approved the allocation on a three-

year basis, to 273 beneficiaries, of 8,058 options valid for the subscription of 419,016 YOOX ordinary shares (in the ratio of 52 new shares for each option exercised), at a subscription price for each single share of Euro 9.85 corresponding to the weighted average of the prices recorded for YOOX ordinary shares on the Mercato Telematico Azionario organised and managed by Borsa Italiana S.p.A. in the 30 (thirty) days trading on the stock exchange prior to the option grant date;

STOCK OPTION AND INCENTIVE PLANS

YOOX GROUP


- on August 3, 2012 the Board of Directors of the Parent Company approved the allocation on a three-year basis, to one beneficiary, of 321 options valid for the subscription of 16,692 YOOX ordinary shares (in the ratio of 52 new shares for each option exercised), at a subscription price for each single share of Euro 11.21 corresponding to the weighted average of the prices recorded for YOOX ordinary shares on the Mercato Telematico Azionario organised and managed by Borsa Italiana S.p.A. in the 30 (thirty) days trading on the stock exchange prior to the option grant date;

- on September 21, 2012 the Board of Directors of the Parent Company approved the allocation on a three-year basis, to 15 beneficiaries, of 9,576 options valid for the subscription of 497,952 YOOX ordinary shares (in the ratio of 52 new shares for each option exercised), at a subscription price for each single share of Euro 9.60 corresponding to the weighted average of the prices recorded for YOOX ordinary shares on the Mercato Telematico Azionario organised and managed by Borsa Italiana S.p.A. in the 30 (thirty) days trading on the stock exchange prior to the option grant date.

The Board of Directors also established that the exercising of the options would be subject to the EBITDA level forecast in the reference budget approved by the Company’s Board of Directors being reached in the YOOX consolidated financial statements; the granting of the options was approved following the proposal of the Remuneration Committee which also decided the number of options to be granted to each beneficiary. With reference to the 2012-2015 Stock Option Plan, approved by the Shareholders’ Meeting on June 29, 2012, on September 21, 2012 the Company’s Board of Directors approved, on the recommendation of the Remuneration Committee, the Plan for granting the CEO Federico Marchetti 1,500,000 options valid for the subscription of 1,500,000 YOOX ordinary shares (in the ratio of one new ordinary share for every one option exercised) at a subscription price for each single share of Euro 9.60, corresponding to the weighted average of the prices recorded for YOOX ordinary shares on the Mercato Telematico Azionario organised and managed by Borsa Italiana S.p.A. in the 30 (thirty) days trading on the stock exchange prior to the option grant date. The following option rights have been granted by the Board of Directors with the breakdown given in the table below:

Stock Option Plan Granted (a) Expired (b) Exercised (c)

Total granted, not expired or not exercised

(d = a-b-c)

Granted, not vested

Granted, vested, not exercisable

Granted, vested and exercisable

2012 – 2015 1,500,000 0 0 1,500,000 1,500,000 0 0

Total 1,500,000 0 0 1,500,000 1,500,000 0 0

The table below shows the exact prices for the options assigned that have not expired or been exercised. Strike prices

€9.60 Options Total Share Total

2012-2015 1,500,000 1,500,000 1,500,000

Total 1,500,000 1,500,000 1,500,000

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 resolution of the 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 Parent Company and its subsidiaries. On May 5, 2011, the YOOX S.p.A. Ordinary Shareholders’ Meeting granted authorisation to buy and sell treasury shares, pursuant to Articles 2357, 2357-ter of the Italian Civil Code and Article 132 of Legislative Decree 58/1998 and related implementation provisions.

YOOX GROUP


Specifically and in compliance with the YOOX S.p.A. Ordinary Shareholders’ Meeting resolution of May 5, 2011, the programme refers to the purchase of YOOX S.p.A. ordinary shares, with no indication of par value, up to a maximum amount of 250,000 ordinary shares, for a total maximum value of Euro 3,000,000. Under the scope of the treasury shares purchase programme to service the YOOX S.p.A. 2009-2014 Incentive Plan, the Company bought:

in the period from July 2, 2010 to July 7, 2010, 62,000 YOOX S.p.A. ordinary shares, at an average unit price of Euro 5.836485 per share including commission, for a total value of Euro 361,862.06;

in the period from August 5, 2011 to August 8, 2011, 60,000 YOOX S.p.A. ordinary shares, at an average unit price of Euro 9.594572 per share including commission, for a total value of Euro 575,674.30;

on September 6, 2011, 5,000 YOOX S.p.A. ordinary shares, at an average unit price of Euro 9.5095 per share including commission, for a total value of Euro 47,547.50;

on October 4, 2011, 27,331 YOOX S.p.A. ordinary shares, at an average unit price of Euro 9.500947 per share including commission, for a total value of Euro 259,670.39;

on November 17, 2011, 7,669 YOOX S.p.A. ordinary shares, at an average unit price of Euro 9.276056 per share including commission, for a total value of Euro 71,138.08.

At September 30, 2012, the Company holds 130,662 treasury shares in its portfolio equal to 0.2290% of the share capital following the payment, on August 6, 2012, of 31,338 ordinary shares relating to the Company Incentive Plan, to 18 beneficiaries. At September 30, 2012, 13 of the 62 employees who were granted options lost this right as they resigned. This led to the forfeiture of 41,248 ordinary shares. 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,

YOOX GROUP


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. 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 the option right 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, organised and managed by Borsa Italiana S.p.A., excluding the option right 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 thirty 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. On June 29, 2012, the YOOX S.p.A. Shareholders’ Meeting took place at first call, with both ordinary and extraordinary sessions. In its ordinary session, the Shareholders’ Meeting approved, pursuant to Article 114-bis of Legislative Decree 58/1998, the establishment of a new incentive and loyalty scheme known as the “2012-2015 Stock Option Plan” for YOOX S.p.A. executive directors, to be implemented through the free granting of options valid for subscribing new issue YOOX S.p.A. ordinary shares (in the ratio of one ordinary share for every one option exercised). In its extraordinary session, the Shareholders’ Meeting approved the capital increase through payment in cash in one or more tranches for a maximum amount of Euro 15,000.00 to be transferred to the share capital, with the exclusion of the option right pursuant to Article 2441, paragraph 4, subparagraph 2 of the Italian Civil Code, to be reserved for subscription by the beneficiaries of the 2012-2015 Stock Option Plan above. The strike price of each option, for the subscription of one new issue ordinary share under the capital increase, will be established according to the average weighting of the official YOOX S.p.A. ordinary share price recorded on the Mercato Telematico Azionario organised and managed by Borsa Italiana S.p.A. in the thirty days trading prior to the option allocation date. Institution of the Stock Option and Company Incentive Plans and subsequent changes On April 27, 2012 the Shareholders’ Meeting, pursuant to Article 114-bis of Legislative Decree 58/1998, approved the establishment of a new incentive and loyalty plan known as the “Stock Grant Plan” for employees of YOOX S.p.A. and companies directly or indirectly controlled by it, to be implemented through the allocation,

YOOX GROUP


free of charge, of a total of 550,000 YOOX S.p.A. ordinary shares, giving the Board of Directors the mandate to adopt the regulation. On June 29, 2012 the YOOX S.p.A. Shareholders’ Meeting approved, pursuant to Article 114-bis of Legislative Decree 58/1998, the establishment of a new incentive and loyalty scheme known as the “2012-2015 Stock Option Plan” for YOOX S.p.A. executive directors, to be implemented through the free granting of options valid for subscribing new issue YOOX S.p.A. ordinary shares (in the ratio of one ordinary share for every one option exercised). The 2012-2015 Stock Option Plan includes the allocation of a total of 1,500,000 YOOX ordinary shares. On September 21, Company’s Board of Directors approved the Plan and, on the recommendation of the Remuneration Committee, the allocation in favour of the CEO Federico Marchetti of 1,500,000 options valid for the subscription of 1,500,000 YOOX ordinary shares (in the ratio of one new ordinary share for every one option exercised). Significant events after September 30, 2012 New trussardi.com lines Since October 5, 2012, the new Tru Trussardi and Trussardi Jeans lines have been available in the online store trussardi.com “Powered by YOOX Group”. Deactivation of energie.it The online store energie.it “Powered by YOOX Group” was deactivated on October 5, 2012. Launch of yoox.cn To complete the strategy of penetration into the Chinese market, on October 8, 2012, the new yoox.com was launched in China. yoox.cn will be able to benefit from the Group’s two years of investments aimed at affirming its position in this market as the official and authorised Internet retailing partner of the leading fashion brands and at creating a fully localised structure with a dedicated team. New Credit line On October 17, 2012 a new credit line was granted in the form of a stand by revolving loan from UniCredit for a sum of Euro 5,00,000 expiring on April 17, 2014 at the Euribor plus 220 bps.

Zola Predosa (BO), November 7, 2012 For the Board of Directors

Chairman of the Board of Directors Federico Marchetti

YOOX GROUP


The undersigned, Francesco Guidotti, the Director in charge of preparing the corporate accounting documents of YOOX S.p.A., hereby certifies in accordance with paragraph 2 of Article 154-bis of the Consolidated Finance Law that the consolidated interim financial statements at September 30, 2012 of the YOOX Group correspond to the entries made in accounting documents, ledgers and records.

Zola Predosa (BO), November 7, 2012

The Director in charge of preparing corporate accounting documents Francesco Guidotti

DECLARATION PURSUANT TO ARTICLE 154-BIS, PARAGRAPH 2 OF LEGISLATIVE DECREE 58/1998

YOOX GROUP

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