Appointment of the CGO

MailUp S.p.A. – MAIL (the “Company” or “MailUp”), a company admitted to trading on the multilateral trading facility AIM Italia / Alternative Investment Market and operating in the cloud marketing technology field, hereby notifies that the Board of Directors, convened today, acknowledged that the wholly owned subsidiary MailUp Inc. started a process to internalise business development, though the addition to its organisation of a specific professional role as Chief Growth Officer, also in consideration of (i) potential synergies with other Group’s platforms, and (ii) consolidated business plan targets. The role will be in charge of the strategy and business development of the five Business Units of MailUp Group. In detail, the Chief Growth Officer will be in charge of the Group corporate development and will take care of enhancing the synergy among MailUp Group’s platforms, determining development opportunities and growth

Following a scouting process, the candidate has been determined to be Mr. Armando Biondi, previously Independent Director of the Company, who accepted the above-mentioned role of Chief Growth Officer. Mr. Biondi, former co-founder of AdEspresso and Global Head of Growth Operations at Hootsuite, boasts a nearly 20-year experience in new technologies, formed as entrepreneur and business angel and guest contributor at major IT firms.

As a consequence of the above, Mr. Biondi will sign an agreement with MailUp Inc. (the “Employment Agreement”), expiring 30 April, 2020, and will lose the independence requirements as defined under Article 148(3) of Italian Law Decree No. 58/1998 (Consolidated Law on Finance, known as “TUF”).

The governing body is thereby composed as follows:

  • Matteo Monfredini Chairman of the Board of Directors
  • Nazzareno Gorni Chief Executive Officer
  • Micaela Cristina Capelli Executive Director
  • Armando Biondi Non Executive Director
  • Ignazio Castiglioni  Independent Director

The Employment Agreement transaction is of “minor importance” pursuant to the “Related Parties Transactions Procedure” (“Procedura per le Operazioni con Parti Correlate”, the “OPC Procedure”), approved by MailUp on July 18th 2014, as well as to the other relevant laws and regulations, because of the existing connection between the Company and Mr. Biondi as a Company Director and the applicability of the OPC Procedure to transactions completed by subsidiaries.

In compliance with the OPC Procedure, the transaction has been submitted to the prior examination of the Committee for Related Party Transactions (the “Committee”), exclusively consisting of Independent Director Mr. Ignazio Castiglioni, who investigated the company interest in executing the Employment Agreement, as well as the fairness of the relevant provisions, consequently expressing a favorable motivated opinion on the social interest, the economic convenience and the fairness, also from a substantial point of view, of the above-mentioned transaction.

Matteo Monfredini, Chairman of the Board of Directors, commented: “We are very satisfied that Mr. Biondi accepted the role. We trust that Armando’s professional experience will provide a substantial contribution in the pursuit of corporate goals and the growth of MailUp Inc. and the other Group Business Units.

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