The Board of Directors approves the transfer of the operating headquarters of Cremona to the new technological pole “CRIT – Polo per l’innovazione digitale”

MailUp S.p.A. (the “Company” or “MailUp”), a company listed on “AIM Italia / Mercato Alternativo del Capitale”, a multilateral trading facility regulated by Borsa Italiana, and operating in the marketing technology industry (Reuters: MAIL.MI) (Bloomberg: MAIL.IM) (ISIN IT0005040354), today approved the transfer of the operating headquarters of Cremona to the new premises in Via Dell’Innovazione Digitale (already Via Del Macello), in the new technological pole “CRIT – Polo per l’innovazione digitale”.

The transaction – aiming at having more functional offices, also with regard to operating costs in the long-term (in the light of a real estate asset with a low environmental impact and built with the most recent technologies) and, at the same time, at benefiting from the intangible assets consisting of the other operators of the sector in the “technological pole” and of the subsequent possible synergies – shall be realized by the execution of a lease agreement with the real estate company Floor S.r.l. (“Floor”).

The transaction is of “minor importance” pursuant to the “Related Parties Transaction 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 Floor, deriving from the existence within the corporate capital of the latter of a majority quotaholding by (equally held by each of them for approximately 16.67% of the relevant corporate capital):

– Mr. Matteo Monfredini (Chairman of the Board of Directors and “relevant shareholder” of MailUp);
– Mr. Alberto Miscia (Manager with strategic responsibilities and “relevant shareholder” of MailUp);
– Mr. Luca Azzali (Manager with strategic responsibilities and “relevant shareholder” of MailUp); and
– Mr. Matteo Bettoni (“relevant shareholder” of MailUp and Floor’s sole director).

In compliance with the Procedure, the transaction has been submitted to the prior examination of the Committee for Related Party Transactions (the “Committee”), exclusively consisting of Independent Directors. After having ascertained the fairness of the agreed rents and the compliance of the contractual provisions with applicable regular provisions, the Committee expressed a favourable motivated opinion on the social interest, the economic convenience and the fairness, also from a substantial point of view, of the above-mentioned transaction.

The lease agreements provides, in particular, for a total annual rent of euro 150,000 and a term of six years (which can be renewed for an equal period unless notice of termination).

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