OFFER DOCUMENT VOLUNTARY FULL PUBLIC TENDER OFFER Pursuant to Articles 102 and 106, Paragraph 4, of Legislative Decree No

OFFER DOCUMENT VOLUNTARY FULL PUBLIC TENDER OFFER pursuant to Articles 102 and 106, paragraph 4, of Legislative Decree no. 58 of 24 February 1998. FOR THE ORDINARY SHARES OF YOOX Net-A-Porter Group S.p.A. OFFEROR

OFFER DOCUMENT RLG Italia Holding S.p.A.

FINANCIAL INSTRUMENTS INVOLVED IN THE BID up to 69,249,601 ordinary shares of YOOX Net-A-Porter Group S.p.A. with no par value and (i) up to 1,541,973 new ordinary shares of YOOX Net-A-Porter Group S.p.A. in case all the stock options allotted to managers and employees of the YNAP Group are exercised (ii) up to no. 2,045,598 new ordinary shares of YOOX Net-A-Porter Group S.p.A. in case all the stock option allotted to managers of the YNAP Group exercisable upon the change of control of YOOX Net-A-Porter Group S.p.A. and, therefore, in case of reopening of the acceptance period pursuant to Article 40-bis, paragraph 1, letter (a), of the regulations approved by CONSOB Resolution No. 11971 of 14 May 1999 UNITARY CONSIDERATION OFFERED EUR 38.00 per each ordinary shares of YOOX Net-A-Porter Group S.p.A. OFFER ACCEPTANCE PERIOD AGREED WITH BORSA ITALIANA S.P.A.. from 8:30 a.m. on 19 March 2018 to 5:30 p.m. on 9 May 2018 inclusive (unless extended in accordance with applicable laws)

CONSIDERATION PAYMENT DATE 18 May 2018, unless extended OFFEROR’S FINANCIAL ADVISORS Goldman Sachs International

COORDINATOR OF THE COLLECTION OF ACCEPTANCES Banca IMI S.p.A.

GLOBAL INFORMATION AGENT

Via Emilia 88, 00187 Roma

The approval of the Italian version of offer document, through the Resolution no. 20335 of 14 March 2018, does not imply any opinion on the part of CONSOB on the acceptance opportunity and the merit of the data and information contained in this document. March 2018 IMPORTANT NOTICE

ENGLISH TRANSLATION FOR CONVENIENCE ONLY

This is a non-binding English courtesy translation of the Offer Document published on 18 March 2018, in respect of the voluntary public tender offer launched by RLG Italia Holding S.p.A. pursuant to Articles 102, paragraph 1, of Legislative Decree no. 58/98, concerning all the ordinary shares of Yoox Net-A-Porter Group S.p.A. that RLG Italia Holding S.p.A. and its afﬁ liates do not already own.

The Italian version of the Offer Document is the only ofﬁ cial and binding document, approved by CONSOB on 14 March 2018, and shall prevail in any event over this English version.

Overseas jurisdictions

The distribution of this document in certain jurisdictions may be subject to speciﬁ c requirements or authorisations by law or the relevant regulatory authorities. Whoever has title and intends to accept the Offer is exclusively responsible for complying with the applicable laws and regulations and, consequently, before accepting the Offer, he or she is reminded to inform him or herself about the Offer existence and applicability, addressing his or her own consultants.

Neither Compagnie Financière Richemont SA, nor YNAP nor their afﬁ liates accept any liability to any person in relation to the distribution or possession of this document in or from any jurisdiction.

Copies of this document will not be, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any jurisdiction where local laws or regulations may result in a signiﬁ cant risk of civil, regulatory or criminal exposure if information concerning the Offer is sent or made available to YNAP shareholders in that jurisdiction or any jurisdiction where to do so would violate the laws of that jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any such jurisdiction.

Note to US shareholders

The Offer described herein is made for YNAP Shares (as defi ned in this document) and is subject to the laws of Italy. It is important that U.S. shareholders understand that the Offer and any related offer documents (including this document) are subject to disclosure and takeover laws and regulations in Italy that may be different from the United States. To the extent applicable, the Offer is made in compliance with the U.S. tender offer rules, including Regulation 14E under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the “Tier II” exemption in respect of securities of foreign private issuers provided by Rule 14d-1(d) under the Exchange Act. It may be diffi cult for U.S. holders of YNAP Shares to enforce their rights and any claim arising out of the U.S. federal securities laws, since the Offeror is located in a country other than the U.S. and some or all of the offi cers and directors may be residents of a country other than the United States.

The Offeror and its affi liates (including Compagnie Financière Richemont SA) may, from time to time, purchase or make arrangements to purchase YNAP Shares outside of the Offer from the time the Offer was fi rst publicly announced until the expiration of the acceptance period of the Offer (or until the end of the Reopening of the Acceptance Period, if applicable), including purchases in the open market at prevailing prices or in private transactions at negotiated prices, in each case, outside of the United States and to the extent permitted by applicable Italian law. Any such purchases will not be made at prices higher than the Consideration (as defi ned herein) or on terms more favourable than those offered pursuant to the Offer unless the Consideration is increased accordingly. Any such purchases will be made in accordance with applicable laws, rules and regulations.

From the date of this document until settlement of the Offer, the Offeror, the companies controlling, controlled by or under common control with the Offeror, the relevant directors, members of auditing bodies and general managers and any Persons Acting in Concert with the Offeror must communicate each purchase of YNAP Shares made by them, directly or through representatives, by the end of the day when the purchase is made, to CONSOB, Borsa Italiana and the market and publish the communication on the website indicated by the Offeror in this document for the purposes of publishing communications, announcements and documents related to the Offer. Such information regarding purchases of shares outside the Offer will also be publicly disclosed in the United States.

Neither the SEC nor any securities commission in any state of the United States has (i) approved or disapproved the Offer; (ii) passed upon the merits of fairness of the Offer; or (iii) passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense in the United States.

Forward looking statements

This document contains forward-looking statements. Words such as “may”, “should”, “estimate”, “project”, “plan”, “believe”, “expect”, “anticipate”, “intend”, “potential”, “goal”, “strategy”, “target”, “will”, “seek”, and similar expressions may identify forward-looking statements. Such forward- looking statements are not guarantees of future performance. The forward-looking statements of Compagnie Financière Richemont SA and YNAP are based on management’s current expectations and assumptions. As with any projection or forecast, forward-looking statements are inherently susceptible to uncertainty and changes in circumstances. Actual results may differ materially from the forward- looking statements as a result of a number of risks and uncertainties, many of which are outside the control of the Compagnie Financière Richemont SA and YNAP groups. Neither Compagnie Financière Richemont SA nor YNAP undertakes to update, nor to assume any obligation to provide updates of or to revise, any forward-looking statements.

Important notice

Goldman Sachs International (GSI), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting for Compagnie Financière Richemont SA and no one else in connection with the transaction and will not be responsible to anyone other than Compagnie Financière Richemont SA for providing the protections afforded to clients of GSI, or for giving advice in connection with the transaction or any matter referred to herein. YOOX Net-A-Porter Group S.p.A. Offer Document

SUMMARY

DEFINITIONS ...... 5

INTRODUCTION...... 10

A. WARNINGS ...... 16 A.1 Conditions of Effectiveness of the Offer ...... 16 A.2 The Offeror’s fi nancial indebtedness in relation to the Offer ...... 17 A.3 Parties related to YNAP ...... 1 9 A.4 Summary of the Offeror’s future programmes ...... 1 9 A.5 Authorisations ...... 20 A.6 Reopening of the Acceptance Period ...... 20 A.7 Offeror’s declaration regarding the fulfi lment of the Purchase Obligation pursuant to Article 108, paragraph 2, of the TUF and the possible restoration of the fl oat ...... 2 1 A.8 The Offeror’s declaration on the fulfi lment of the Purchase Obligation pursuant to Article 108, paragraph 1, of the TUF and on the exercise of the Squeeze- out Right ...... 2 2 A.9 Possible scarcity of fl oat ...... 2 3 A.10 Alternatives for the shareholders to which the Offer is addressed ...... 2 4 A.10.1 Scenarios in case of successful conclusion of the Offer ...... 2 4 A.10.2 Scenario in the case of non-conclusion of the Offer because of the non-fulfi lment of even only one of the Conditions of Effectiveness of the Offer without the Offeror’s waiver of the same ...... 2 8 A.11 Relevant provisions in the articles of association in connection with the Offer ...... 2 9 A.12 Potential confl icts of interests ...... 2 9 A.13 The Issuer’s Press Release ...... 30 A.14 Signifi cant agreements ...... 30 A.14.1 Shareholders’ agreement between YNAP, Richemont and Richemont UK ...... 30 A.14.2 Lock-up agreement between Richemont and Mr Federico Marchetti - Irrevocable undertaking between Richemont and Mr Federico Marchetti ...... 30 A.15 Failure to retain key personel of YNAP ...... 3 1 A.16 Change of control clause ...... 3 1 A.17 Conversion of the ‘B’ shares...... 3 2 A.17.1 Conversion of the ‘B’ shares into YNAP Shares during the Offer ...... 3 2 A.17.2 Conversion of the ‘B’ shares into YNAP Shares following the completion of the Offer ...... 3 3

B. SUBJECTS PARTICIPATING IN THE OPERATION ...... 3 6 B.1 The Offeror ...... 3 6 B.1.1 Company name, legal form, incorporation, term and registered ofﬁ ce...... 3 6

– 1 YOOX Net-A-Porter Group S.p.A. Offer Document

B.1.2 Corporate purpose ...... 3 6 B.1.3 Applicable law and jurisdiction ...... 3 7 B.1.4 Share capital and main shareholders ...... 3 7 B.1.5 The Offeror’s corporate bodies and auditing fi rm ...... 3 8 B.1.6 Description of the Richemont Group ...... 3 9 B.1.7 The Richemont Group’s business ...... 4 3 B.1.8 Balance sheet and income statement ...... 4 8 B.1.9 Recent trend ...... 62 B.2 The Issuer ...... 62 B.2.1 Company name, legal form and registered offi ce ...... 63 B.2.2 Incorporation and term ...... 63 B.2.3 Applicable law and jurisdiction ...... 63 B.2.4 Share Capital ...... 63 B.2.5 Main shareholders ...... 6 3 B.2.6 Board of directors ...... 6 4 B.2.7 Board of statutory auditors ...... 6 4 B.2.8 The Issuer’s Business ...... 6 5 B.2.9 Main information resulting from the Issuer’s fi nancial results ...... 6 6 B.3 Intermediaries ...... 82 B.4 Global Information Agent ...... 83

C. TYPE AND QUANTITY OF THE FINANCIAL INSTRUMENTS COMPRISING THE OFFER ...... 84 C.1 Type and quantity of the YNAP Shares comprising the Offer ...... 84 C.2 Convertible ﬁ nancial instruments ...... 8 5 C.3 Communications or authorisation requests ...... 8 5

D. ISSUERS’ FINANCIAL INSTRUMENTS OR WITH UNDERLYING FINANCIAL INSTRUMENTS OWNED BY THE OFFEROR, ALSO BY MEANS OF TRUSTS OR INTERMEDIARIES ...... 8 7 D.1 Number and type of YNAP shares owned by the Offeror and by Persons Acting in Concert...... 8 7 D.2 Contango agreements, share loans, usufruct and pledge rights or other contracts with YNAP Shares as underliers ...... 8 7

E. UNIT CONSIDERATION FOR THE FINANCIAL INSTRUMENTS AND ITS JUSTIFICATION ...... 8 8 E.1 Indication of the Consideration and the criteria used to determine it ...... 8 8 E.1.1 Weighted average of the ofﬁ cial recorded prices in the last twelve months ...... 8 9 E.1.2 Implied premiums attributed in previous public tender offers ...... 8 9 E.1.3 Target prices ...... 90

2 – YOOX Net-A-Porter Group S.p.A. Offer Document

E.2 Maximum Disbursement of the Offer...... 91 E.3 Comparison of the Consideration with some indicators concerning the Issuer ...... 92 E.4 Monthly arithmetic and weighted mean of the YNAP Share registered list prices in the twelve months before the Offer ...... 93 E.5 Values attributed to the YNAP fi nancial instruments for fi nancial operations carried out in the last and current fi nancial years ...... 94 E.6 Values at which the purchase and sale of YNAP Shares have been carried out by the Offeror, in the last 12 months ...... 94

F. OFFER TERMS AND CONDITIONS, DATE AND TERMS OF PAYMENT OF THE CONSIDERATION AND RETURN OF SECURITIES FORMING COVERED BY THE OFFER...... 95 F.1 Terms and conditions on submitting the Offer and depositing the YNAP Shares ...... 95 F.1.1 Acceptance Period ...... 95 F.1.2 Acceptance procedure and deposit of YNAP Shares ...... 95 F.2 Subordination of the effectiveness of the Offer in accordance with Article 40-bis, paragraph 3, lett. c) and d), of the Issuers’ Regulation ...... 9 7 F.3 Instructions on the ownership and exercise of management and equity rights of YNAP Shares pending the Offer ...... 9 7 F.4 Communications concerning the developments and Offer results ...... 9 7 F.5 Markets on which the Offer is made...... 9 9 F.6 Consideration Payment Date ...... 9 9 F.7 Terms of payment of the Consideration ...... 9 9 F.8 Law governing contracts stipulated between the Offeror and the Tendering Shareholders as well as jurisdiction...... 100 F.9 Terms and conditions applicable to return of securities in the event that the Offer and/or the allotment is invalid...... 100 F.10 Overseas shareholders ...... 100

G. OPERATING TERMS, PROPER COMPLIANCE GUARANTEES AND FUTURE PLANS OF THE OFFEROR ...... 101 G.1 Financing the Offer and guaranteeing compliance ...... 101 G.2 Reasons for making the Offer and the Offeror’s plans for the future ...... 105 G.2.1 Reasons for making the Offer ...... 105 G.2.2 The Offeror’s plans for the future ...... 106 G.2.3 Investments and their ﬁ nancial coverages ...... 107 G.2.4 Restructuring and/or reorganisation ...... 107 G.2.5 Envisaged changes in the composition of the corporate bodies ...... 10 7 G.2.6 Amendments to the articles of association ...... 10 7 G.3 Intention of not restoring the ﬂ oat and actions in accordance with articles 108 and 111 of the TUF ...... 10 8 G.4 Conversion of the ‘B’ shares...... 110

– 3 YOOX Net-A-Porter Group S.p.A. Offer Document

G.4.1 Conversion of the ‘B’ shares YNAP Shares during the Offer ...... 1 10 G.4.2 Conversion of the ‘B’ shares into YNAP Shares following the completion of the Offer ...... 1 12

H. FUTURE AGREEMENTS AND TRANSACTIONS BETWEEN THE OFFEROR, THE PERSONS ACTING IN CONCERT WITH THE OFFEROR AND THE ISSUER OR SIGNIFICANT SHAREHOLDERS OR THE MEMBERS OF THE BOARD OF DIRECTORS OR BOARD OF AUDITORS OF THE ISSUER ...... 11 5 H.1 Agreements and fi nancial and/or commercial transaction resolved or carried out in the twelve months preceding the publication of the Offer between the above persons which could have or have had signifi cant effects on the activities of the Offeror and/or the Issuer ...... 11 5 H.2 Agreements between the above referred to parties concerning the exercise of the right to vote or the transfer of YNAP Shares and/or the other fi nancial instruments of the Issuer ...... 11 5

I. FEES PAYABLE TO INTERMEDIARIES ...... 11 8

L. POSSIBILITY OF ALLOTMENT ...... 11 9

M. ANNEXES ...... 1 20 M.1 The Issuer’s Press Release ...... 1 20 M.2 Extract of the shareholders’ agreements ...... 1 79 M.2.1 Extract of the Shareholders’ Agreement ...... 1 79 M.2.2 Extract of the Lock-up Agreement ...... 1 90 M.2.3 Extract of the Irrevocable Undertaking ...... 1 98

N. DOCUMENTS PUBLICALLY AVAILABLE AND PLACES WHERE THEY ARE AVAILABLE FOR CONSULTATION...... 203 N.1 Documents regarding the Offeror ...... 203 N.2 Documents regarding the Issuer ...... 203

O. DECLARATION OF RESPONSIBILITY ...... 204

4 – YOOX Net-A-Porter Group S.p.A. Offer Document

DEFIN ITIONS

All deﬁ nitions used in this Offer Document are listed below in alphabetical order.

Acceptance Form The acceptance form by which the Tendering Shareholders can tender the YNAP Shares to the Offer (or during the potential Reopening of the Acceptance Period). Acceptance Period The period of time during which it will be possible to accept the Offer, which will be from 8:30 am on 19 March 2018 until 17:30 pm on 9 May 2018, inclusive. Antitrust Condition The Condition of Effectiveness described in Section A.1, point (i), Warnings Section, of the Offer Document. Appointed Intermediaries The fi nancial intermediaries appointed to collect the acceptances of the Offer, to keep on deposit the YNAP Shares tendered in the Offer and to verify the validity and compliance of the Acceptance Forms and of the YNAP Shares with the provisions set out in this Offer Document. Bond The euro-denominated, senior unsecured bond, potentially including multiple series with maturities of 8 years, 12 years and 20 years, to be listed on the Luxembourg Stock Exchange, that Richemont Luxco may issue in accordance with Regulation S pursuant to the United States Securities Act of 1933, as amended, which rules the governing offers and sales made outside the United States of America without registration under the Securities Act itself, and subject to market conditions, following a series of fi xed income investor meetings across Europe commencing on 9 March 2018. Borsa Italiana Borsa Italiana S.p.A., i.e. the Italian Stock Exchange, with registered offi ce in Milan at Piazza degli Affari 6. Cash Confi rmation The guarantee, pursuant to, and for the purpose of, Article 37-bis, paragraph 3 of the Issuers’ Regulation, of the correct fulfi lment of the payment obligations under the Offer. Change of Control Stock The stock options allotted to managers of YNAP, in addition and besides Options the Stock Options, pursuant to which YNAP might issue a up to 2,045,598 of YNAP Shares and that become exercisable only upon the change of control of YNAP (and therefore, upon the settlement of the Offer at the Consideration Payment Date). For the purposes of this defi nition, “control” has the meaning ascribed to it by article 93 of the TUF(1).

(1) Pursuant to Article 93 of the TUF, in addition to the companies indicated in paragraphs 1 and 2 of the fi rst paragraph of Article 2359 of the Civil Code, the following shall also be considered subsidiaries: a) Italian and foreign companies over which a person has the right, by virtue of a contract or a clause in the articles of association, to exercise a dominant infl uence, where such contracts or clauses are permitted under applicable laws; b) Italian and foreign companies where a shareholder controls alone, on the basis of agreements with other shareholders, enough votes to exercise a dominant infl uence in the ordinary shareholders’ meeting. 2. For the above purposes, the rights held by subsidiaries or exercised through trustees or nominees shall be considered, while those held on behalf of third parties shall not be considered.

– 5 YOOX Net-A-Porter Group S.p.A. Offer Document

Civil Code Italian Royal Decree No. 262 of 16 March 1942, as subsequently amended and supplemented. Compagnie Rupert Compagnie Financière Rupert, a société en commandite par actions incorporated under the laws of Switzerland, with registered offi ce in Bellevue, Geneva, 2 chemin des Mastellettes, CP30 1293, registered with the Commercial Register of Geneva at no. CHE-101.498.608. Condition of Effectiveness Each of the conditions precedent that must be fulfi lled or waived for the Offer to be effective, as described in Section A.1, Warnings Section, of the Offer Document. Consideration The unit consideration to be paid by the Offeror in respect of each YNAP Share tendered in the Offer, amounting to EUR 38.00. Consideration Payment Date The date on which the Consideration for each YNAP Share tendered in the Offer will be paid and on which the YNAP Shares will be transferred to the Offeror, i.e. the seventh Stock Exchange Trading Day following the last day of the Acceptance Period, as indicated in Section F.6 of the Offer Document. Consideration Payment Date 1 June 2018, which is the fi fth Stock Exchange Trading Day following after the Reopening of the the end of the Reopening of the Acceptance Period, unless the Period Acceptance Period of Acceptance is extended. CONSOB Commissione Nazionale per le Società e la Borsa, i.e. the public authority responsible for regulating the Italian fi nancial markets, with registered offi ce in Roma at Via G.B. Martini 3. Conversion The conversion of class ‘B’ shares of YNAP owned by Richemont UK carried out in compliance with Article 5.5 of the articles of association of YNAP. Delisting The delisting of the YNAP Shares from the MTA. Depository Intermediaries All authorised intermediaries (for example, banks, brokerage fi rms, other investment companies and stockbrokers) to whom/which the Tendering Shareholders can deliver their Acceptance Form and with which the same can deposit their YNAP Shares to accept the Offer. Facility Agreement The facility agreement entered into on 22 January 2018 between Richemont and Goldman Sachs International (as arranger and agent) and Goldman Sachs International Bank (as original lender and cash confi rmation issuing bank). Global Information Agent Georgeson S.r.l., with registered offi ce in Rome at Via Emilia 88. Intermediary Appointed to Banca IMI S.p.A., with registered offi ce in Milan at Largo Mattioli 3, Coordinate the Collection of the party appointed to coordinate the collection of acceptances of the Acceptances Offer. Issuer or YNAP or the Com- YOOX Net-A-Porter Group S.p.A., with registered offi ce in Milan at pany Via Morimondo 17, Milan Companies Register number, tax code and VAT No. 02050461207, share capital of EUR 1,348,491.98.

6 – YOOX Net-A-Porter Group S.p.A. Offer Document

Issuers’ Regulation The regulations approved by CONSOB Resolution No. 11971 of 14 May 1999 and in force on the Offer Document Date. Launch Date 22 January 2018, the date on which the Offer was communicated to the public in accordance with article 102, paragraph 1, of the TUF and article 37 of the Issuers’ Regulation. MAC Condition The Condition of Effectiveness described in Section A.1, point (iii), Warnings Section, of the Offer Document.

Maximum Disbursement The total maximum value of the Offer, in the event of full acceptance of the same, amounting to EUR 2,690,079,812.00 (which amount includes also the value for the YNAP Shares that might be issued upon the execution of the Stock Options). In the event of Reopening of the Acceptance Period and in the event of exer ci se of the Purchase Obligation pursuant to Article 108, paragraph 1, of the TUF, the Purchase Obligation pursuant to Article 108, paragraph 2, of the TUF or exercise of the Squeeze-out Right, the Offeror might have to purchase an additional number of 2,045,598 YNAP Shares that YNAP might issue upon the exercise by the relevant benefi ciaries of the Change of Control Stock Options and, therefore, the maximum total value of the Offer would be increased to EUR 2,767,812,536.00. Merger The merger of YNAP into the Offeror. Minimum Acceptance Level The Condition of Effectiveness described in Section A.1, point (ii), Condition Warnings Section, of the Offer Document, pursuant to which the Offer will become effective only if acceptances of the Offer are such as to allow the Offeror to hold, upon settlement of the Offer, taking into account the YNAP Shares tendered in the Offer and the YNAP Shares held by the Offeror or the Persons Acting in Concert, a percentage of the share capital of YNAP representing more than 90% of the YNAP Shares. MTA The “Mercato Telematico Azionario”, organised and managed by Borsa Italiana. Offer The full voluntary public tender offer made by RLG Italia pursuant to Articles 102 and 106, paragraph 4, of the TUF for the YNAP Shares that the Offeror and its affi liates do not already own, covered by this Offer Document. Offer Document This offer document, drawn up pursuant to Article 102, paragraph 3, of the TUF and to the implementing provisions set out in the Issuers’ Regulation. Offer Document Date The Offer Document publication date. Offeror or RLG Italia RLG Italia Holding S.p.A., with registered offi ce in Milan, Via Benigno Crespi 26, registered within the Companies’ Register of Milan under no. 10188040967.

– 7 YOOX Net-A-Porter Group S.p.A. Offer Document

Offeror’s Financial Advisor Goldman Sachs International. Persons Acting in Concert The persons acting in concert with the Offeror in connection with the Offer according to article 101-bis, paragraph 4-bis, of the TUF, i.e. Compagnie Rupert, Richemont, Richemont UK, Richemont Luxco and Richemont Italia. Press Release on the Offer The statement that will be issued, pursuant to Article 41, paragraph Results 6, of the Issuers’ Regulation, by the Offeror no later than the Stoc k Exchange Trading Day before the Consideration Payment Date. Purchase Obligation The Offeror’s obligation to purchase the residual YNAP Shares not pursuant to Article 108, tendered in the Offer from each shareholder making a request to that paragraph 1, of the TUF effect, pursuant to Article 108, paragraph 1, of the TUF, as described in detail in Section A.8, Warnings Section, of the Offer Document. Purchase Obligation The Offeror’s obligation to purchase the residual YNAP Shares not pursuant to Article 108, tendered in the Offer from each shareholder making a request to that paragraph 2, of the TUF effect, pursuant to Article 108, paragraph 2, of the TUF, as described in detail in Section A.7, Warnings Section, of the Offer Document. Reopening of the Acceptance The potential reopening of the Acceptance Period pursuant to Article Period 40-bis, paragraph 1, letter a), of the Issuers’ Regulation for fi ve Stock Exchange Trading Days starting from the Stock Exchange Trading Day following the Consideration Payment Date and therefore, for the sessions on 21, 22, 23, 24 and 25 May 2018. Richemont Compagnie Financière Richemont S.A., a société anonyme incorporated under the laws of Switzerland, with registered offi ce in 50, chemin de la Chênaie, 1293 Bellevue, Geneva, registered with the Companies’ Register of Geneva under no. CH-170.3.013.862-4. Richemont Group Richemont and the companies directly and/or indirectly controlled by the former pursuant to the applicable laws, to which the Offeror belongs. Richemont Italia Richemont Italia Holding S.p.A., with registered offi ce in Milan, Via Benigno Crespi 26, registered within the Companies’ Register of Milan under no. 08158020969. Richemont Luxco Richemont International Holding S.A., a société anonyme incorporated under the laws of Luxembourg, with registered offi ce at 35 boulevard Prince Henri, L-1724 Luxembourg, registered with the Companies’ register of Luxembourg under no B59435. Richemont UK Richemont Holdings (UK) Limited, a private company limited by shares incorporated under the laws of England and Wales with registered offi ce at 15 Hill Street, London, W1J 5QT and registered number 02841548. Squeeze-out Right The right to purchase the residual YNAP Shares not tendered in the Offer, pursuant to Article 111 of the TUF, as described in detail in Section A.8, of the Offer Document.

8 – YOOX Net-A-Porter Group S.p.A. Offer Document

Stock Exchange Regulations The regulations of the markets organised and managed by Borsa Italiana, decided by resolution of the Borsa Italiana shareholders and in force on the Offer Document Date. Stock Exchange Trading Each trading day of the Italian regulated markets according to the Day trading schedule set annually by Borsa Italiana.

Stock Options The stock options allotted to managers and employees of YNAP and other companies of the YNAP Group pursuant to which up to 1,541,973 YNAP Shares might be issued by YNAP exercisable from March 2018. Tendering Shareholders The holders of YNAP Shares entitled to accept the Offer who/which validly tender their YNAP Shares in the Offer during the Acceptance Period (or during the potential Reopening of the Acceptance Period). Waiver Minimum Threshold The threshold of 50% of the ordinary share capital of YNAP which the Offeror, together with the Persons Acting in Concert, shall exceed at the end of the Acceptance Period in order to waive the Minimum Acceptance Level Condition. TUF Legislative Decree No. 58 of 24 February 1998, as subsequently amended and supplemented.

Withdrawal Right The withdrawal right pursuant to Article 2437-quinquies of the Civil Code.

YNAP Group YNAP and its subsidiaries according to Article 2359 of the Civil Code and Article 93 of the TUF.

YNAP Shares The ordinary shares in YNAP.

– 9 YOOX Net-A-Porter Group S.p.A. Offer Document

INTRODUCTION

This Section brieﬂ y describes the structure of the legal basis of the Offer to which the Offer Document refers.

For a complete assessment of the terms and conditions of the Offer, we recommend the entire Offer Document be read with attention, especially the following Section A - Warnings.

1. LEGAL PREMISES AND FEATURES OF THE OFFER

The Offer described in this Offer Document is a voluntary public tender offer for all YNAP Shares issued and to be issued at the time of the Offer that the Offeror or the Persons Acting in Concert do not already own as indicated in paragraph 2.

Richemont UK, indirectly controlled by Compagnie Rupert, holds, at the Offer Document Date: (i) no. 22,786,452 YNAP Shares, corresponding to 24.76% of YNAP’s voting share capital; and (ii) no. 42,813,145 class ‘B’ shares without voting rights in the Issuer.

On 31 March 2015, YNAP, Richemont, and Richemont UK entered into a shareholders’ agreement whereby, inter alia, Richemont and Richemont UK undertook a standstill obligation preventing Richemont UK and its afﬁ liates from purchasing any further YNAP Shares save in certain circumstances (the “Shareholders’ Agreement”). For further information on the Shareholders’ Agreement, see Paragraph H.2, Section H of the Offer Document.

On 21 January 2018, the Issuer granted its consent to the Offeror’s acquisition of the YNAP Shares in connection with the Offer. The consent has been formalised in a written amendment agreement to the Shareholders’ Agreement.

The Parties to the Shareholders’ Agreement have further agreed that it be terminated upon the Offer becoming unconditional.

The Offer was initially communicated to the market on 22 January 2018 through the communication released pursuant to Articles 102, of the TUF, and 37 of the Issuers’ Regulation, after the decision by Richemont to launch the Offer through the Offeror.

2. SHARES COMPRISING THE OFFER

Following the release of the press release made available to the public pursuant to Articles 102 of the TUF and 37 of the Issuers’ Regulation on 22 January 2018, (i) on 9 February 2018, the Issuer issued and allotted no. 716,716 YNAP Shares upon exercise of no. 13,783 Stock Options; (ii) on 9 March 2018, the Issuer issued and allotted no. 14,166 YNAP Shares upon exercise of no. 14,166 Stock Options;

10 – YOOX Net-A-Porter Group S.p.A. Offer Document

(iii) on 12 March 2018, the Issuer issued and allotted no. 55,599 YNAP Shares upon exercise of no. 55,599 Stock Options.

Since the Stock Options are exercisable starting from March 2018, the number of YNAP Shares that the Issuer might issue upon exercise of the Stock Options and, as a result, the number of YNAP Shares outstanding to be issued may further vary after 12 March 2018, without prejudice to the overall number of YNAP Shares subject to the Offer.

As a consequence of the above, the Offer, on the basis of the numbers of YNAP Shares available as at 12 March 2018, is directed to: (i) no. 69,249,601 YNAP Shares, representing ca. 75.24% of the Issuer’s ordinary share capital subscribed at the Offer Document Date, i.e. all of YNAP Shares issued and subscribed at the same date, minus no. 22,786,452 YNAP Shares (representing ca. 24.76% of the ordinary share capital subscribed at the Offer Document Date) currently owned by Richemont UK, a company which – like the Offeror – is indirectly controlled by Compagnie Rupert; (ii) additional maximum no. of 1,541,973 YNAP Shares that the Issuer might issue to service the Stock Options. The above ﬁ gure includes the overall number of YNAP Shares that the Issuer would issue if all the Stock Options currently exercisable or that are expected to become exercisable would be actually exercised; (iii) in the event that, at the end of the Acceptance Period the Offeror, together with the Persons Acting in Concert, comes to hold YNAP Shares which exceed the Waiver Minimum Threshold but are less than the threshold for the satisfaction of the Minimum Acceptance Level Condition and the Offeror waives such condition, as a consequence of the completion of the transfer to the Offeror of the YNAP Shares tendered in the Offer a change of control will occur and the Reopening of the Acceptance Period will take place. Therefore, during the Reopening of the Acceptance Period, the Offeror may have to acquire up to 2,045,598 additional YNAP Shares which the Issuer might issue upon the exercise by the relevant beneﬁ ciaries of the Change of Control Stock Options if all the Change of Control Stock Options would be actually exercised; all without nominal value.

The YNAP Shares include no. 17,339 treasure shares owned by the Issuer at the Offer Document Date, representing ca. 0.019% of the Issuers’ ordinary share capital.

The amount of YNAP Shares subject to the Offer might decrease if, during the Acceptance Period (or afterwards until the end of the possible Reopening of the Acceptance Period), the Offeror would buy YNAP Shares outside of the Offer, in compliance with Articles 41, paragraph 2, and 42, paragraph 2, of the Issuers’ Regulation.

In addition to what is stated in point (iii) above, the Offeror may have to acquire up to 2,045,598 additional YNAP Shares which YNAP might issue upon the exercise by the relevant beneﬁ ciaries of the Change of Control Stock Options also in case of fulﬁ lment of the Purchase Obligation pursuant to Article 108, paragraph 1, of the TUF, the Purchase Obligation pursuant to Article 108, paragraph 2, of the TUF or exercise of the Squeeze-out Right.

For further information, reference is made to Section C of the Offer Document.

– 11 YOOX Net-A-Porter Group S.p.A. Offer Document

3. REASONS FOR THE OFFER

The Offer aims at strengthening the Richemont Group’s presence in the digital distribution channel. Richemont believes that YNAP, as part of the Richemont Group, will have a meaningful opportunity to further strengthen its leadership in luxury e-commerce, supported by the Richemont Group’s long- term commitment and resources as well as access to its sophisticated and globally dispersed clientele. In this way, YNAP will be able to grow its business in existing and new geographies, increase product availability and range, and continue to develop unparalleled services and content for its discerning clientele. YNAP, as part of the Richemont Group, will continue to be run as a separate business alongside the Richemont Group’s other businesses. Richemont will ensure that YNAP will remain a neutral and highly attractive platform for luxury brands and intends to keep YNAP’s headquarters in Italy.

The Offer aims at obtaining the Delisting. The Delisting could be obtained as a consequence of the Offer (including the potential Reopening of the Acceptance Period) if the YNAP Shares held by the Offeror and the Persons Acting in Concert, including the YNAP Shares subject to the Offer as indicated under paragraph 2 above and tendered in the Offer, will exceed the 90% of the ordinary share capital of the Issuer (as further speciﬁ ed in Paragraph A.10.1, Warnings Section). In addition to the YNAP Shares being tendered in the Offer and the YNAP Shares currently owned by the Offeror and the Persons Acting in Concert, the following will be included for the purpose of calculating the threshold above: (i) the YNAP Shares acquired by the Offeror and/or by the Persons Acting in Concert outside of the Offer; and (ii) the YNAP Shares deriving from the potential Conversion.

For further information, see Paragraph A.10.1 and A.17, Warnings Section and Paragraph G.4.1, Section G of the Offer Document.

The Delisting could also be reached after settlement of the Offer (including the potential Reopening of the Acceptance Period): (i) as a consequence of potential acquisitions of YNAP Shares carried by the Offeror and/or the Persons Acting in Concert and/or the potential conversion of the class ‘B’ shares of YNAP owned by Richemont UK as a consequence of the amendments to the articles of association of YNAP aimed at allowing Richemont UK to freely convert all its class ‘B’ shares, if such acquisitions and/or the conversion will entail the 90% threshold of the ordinary share capital of the Issuer to be exceeded; or (ii) as a consequence of the Merger.

For further information, see Paragraph A.10.1 and A.17, Warnings Section and Paragraph G.4.2, Section G of the Offer Document.

With reference to the intention of the Offeror to acquire the entire ordinary share capital of the Issuer and to effect the Delisting (as opposed to acquiring a controlling shareholding but less than 100% of the share capital) over the share capital of the Issuer, it is worth noting that such goal is in line with the strategy pursued by the Richemont Group in acquisition transactions over the past years. In fact, Richemont typically aims to acquire the entire share capital of its targets as the full control allows Richemont to more easily achieve the long-term business targets of its subsidiaries by increasing operating and decision-making ﬂ exibility and enabling Richemont to provide full support and to share information with its subsidiaries, without the constraints imposed by the presence of minority shareholders. It also allows the subsidiaries to focus on their businesses without the obligations of public reporting and other regulatory requirements related to listed company status.

12 – YOOX Net-A-Porter Group S.p.A. Offer Document

The Richemont Group intends to continue supporting the Issuer’s growth and believes that its long-term business targets will be more easily achieved and effectively pursued with a narrower shareholder base after the Delisting, as th e latter will increase the operating and decision-making ﬂ exibility necessary to achieve such targets.

Richemont’s decision to launch the Offer to acquire the entire ordinary share capital of the Issuer is consistent with a broader acknowledgment, by the Richemont Group, of the increasing importance of the digital channel in its business strategy going forward, and the decision to further strengthen its commitment to this channel.

This is consistent with general trends in the luxury sector, in light of the growing importance of the digital channel in sales, marketing and communication for luxury consumers, who increasingly require an omni-channel offer alongside and in combination with brick & mortar retail activities. In recent years, sales through the digital channel have signiﬁ cantly outperformed the physical retail channel, and industry experts expect this trend to accelerate in the future. The e-commerce space has also seen continued strategic and M&A activity recently, which is further reshaping the competitive landscape.

In light of these trends, over the past months, the Richemont Group has decided to enhance its digital know-how and presence and, to achieve this objective, has undertaken several initiatives such as recruiting highly qualiﬁ ed professional ﬁ gures as members of the board, senior management and other key personnel. It is in this context that Richemont has also reached the decision to launch the Offer.

4. CONSIDERATION AND MAXIMUM DISBURSEMENT OF THE OFFER

The Consideration is equal to EUR 38.00 per YNAP Share. The Consideration will be paid entirely in cash and shall be calculated net of stamp duty, commissions and expenses, which will be met by the Offeror. The substitute tax on capital gains, if due, shall be paid by the Tendering Shareholders.

The Consideration represents a premium of 25.6% compared to the closing price on the market day preceding the day before the Launch Date and a premium of 27.0% compared to the three-month volume weighted average price, while the premia paid in previous full public tender offers reported an average premium of 17.0% on the three-month volume weighted average price.

The Maximum Disbursement, in the event of full acceptance of the Offer, amounts to EUR 2,690,079,812.00. Such amount includes also the value of the YNAP Shares that might be issued upon the exercise of the Stock Options.

In the event of Reopening of the Acceptance Period or execution of the Purchase Obligation pursuant to Article 108, paragraph 1, of the TUF, the Purchase Obligation pursuant to Article 108, paragraph 2, of the TUF or exercise of the Squeeze-out Right, the Offeror might have to purchase an additional maximum number of 2,045,598 YNAP Shares that YNAP might issue upon the exercise by the relevant beneﬁ ciaries of the Change of Control Stock Options and, therefore, the Maximum Disbursement would be increased to EUR 2,767,812,536.00.

– 13 YOOX Net-A-Porter Group S.p.A. Offer Document

5. TABLE SHOWING THE MAIN EVENTS RELATING TO THE OFFER

Date Event method for disclosure to the market 22 January 2018 Notice of the decision to promote the Offer Notice issued by the Offeror and published by issued by the Offeror the Issuer pursuant to Articles 102, paragraph 1, of the TUF and 37 of the Issuers’ Regulation 12 February 2018 Filing of the Offer Document with CONSOB Notice issued by the Offeror and published by the Issuer pursuant to Article 37-ter of the Issuers’ Regulation 14 March 2018 Approval of the Offer Document by Notice issued by the Offeror and published by CONSOB the Issuer pursuant to Articles 114 of the TUF and 66 of the Issuers’ Regulation and Article 17 of the European Regulation no. 596/2014 of the European Parliament and the European Council of 16 April 2014 16 March 2018 Approval by the board of directors of the Issuer’s press release pursuant to Articles 103 Issuer of the the Issuer’s press release of the TUF and 39 of the Issuers’ Regulation pursuant to Articles 103, paragraph 3, of the TUF and 39 of the Issuers’ Regulation 18 March 2018 Pu blication of the Offer Document Notice issued by the Offeror and published by the Issuer pursuant to Articles 36 and 38, paragraph 2, of the Issuers’ Regulation 19 March 2018 Start of the Acceptance Period Not applicable At least ﬁ ve Stock Exchange Trading Potential notice by the Offeror regarding Notice issued by the Offeror and published by Days before the end of the Acceptance the waiver of the Mimum Acceptance Level the Issuer pursuant to Article 40-bis, paragraph Period (i.e. on or by 2 May 2018) Condition relevant for the applicability of the 3, of the Issuers’ Regulation Reopening of the Acceptance Period pursuant to Article 40-bis, paragraph 1, letter a), of the Issuers’ Regulation

9 May 2018, unless extended End of the Acceptance Period Not applicable On or by the evening of the last day of Press release on (i) the provisional results of Notice issued by the Offeror and published by the Acceptance Period (i.e. 9 May 2018, the Offer; (ii) the fulfi lment/non-fulfi lment of the Issuer pursuant to Articles 114 of the TUF unless extended) and, in any case, by 7:59 the Minimum Acceptance Level Condition and 66 of the Issuers’ Regulation and Article a.m. of the fi rst Stock Exchange Trading and in the latter case the potential decision to 17 of the European Regulation no. 596/2014 Day after the end of the Acceptance waive it; (iii) the request for the Conversion of the European Parliament and the European Period (i.e., on or by 10 May 2018, unless already carried out by Richemont UK; and (iv) Council of 16 April 2014 extended) the potential occurrence of the requirements for the Reopening of the Acceptance Period By 7:59 a.m. of thwe fi rst Stock Exchange Press release on: (i) the fi nal results of the Notice issued by the Offeror and published by Trading Day before the Consideration Offer; (ii) the fulfi lment/non-fulfi lment of the the Issuer pursuant to Article 41, paragraph 6, Payment Date (i.e. on or by 17 May 2018, Antitrust Condition and the MAC Condition of the Issuers’ Regulation unless extended) or the decision to waive one or more of them; (iii) the confi rmation of the fulfi lment/non- fulfi lment of the Minimum Acceptance Level Condition and in such latter case the potential decision to waive it; (iv) the confi rmation of the potential occurrence of the requirements for the Reopening of the Acceptance Period; and (v) the possible existence of the conditions for the Purchase Obligation pursuant to Article 108, paragraph 2, of the TUF, or for the Purchase Obligation pursuant to Article 108, paragraph 1, of the TUF, or for the Squeeze-out Right, with indication of the modalities and term under which the Offeror will fulfi l – as the case may be – the Purchase Obligation pursuant to Article 108, paragraph 1, of the TUF, or for the Squeeze- out Right and the timing for the Delisting, or the modalities of publication of the press release that will provide such information

14 – YOOX Net-A-Porter Group S.p.A. Offer Document

Date Event method for disclosure to the market On or by the fi rst Stock Exchange Trading Return of the YNAP Shares tendered in the Notice issued by the Offeror and published by Day following the notice announcing Offer in the event that the Conditions of the Issuer pursuant to Articles 114 of the TUF the non-fulfi llment of the Conditions of Effectiveness of the Offer are not fulfi lled, and 66 of the Issuers’ Regulation and Article Effectiveness of the Offer and without the without the Offeror’s waiver of the same 17 of the European Regulation no. 596/2014 Offeror’s waiver of the same of the European Parliament and the European Council of 16 April 2014 The seventh Stock Exchange Trading Day Payment of the Consideration to the Not applicable after the end of the Acceptance Period Tendering Shareholders (i.e., 18 May 2018, unless extended) 21 May 2018, unless extended Beginning of the potential Reopening of the Not applicable Acceptance Period 25 May 2018, unless extended End of the potential Reopening of the Not applicable Acceptance Period On or by the evening of the last day of the Press release on the provisional results of the Notice issued by the Offeror and published by Reopening of the Acceptance Period (i.e., Offer after the Reopening of the Acceptance the Issuer pursuant to Articles 114 of the TUF 25 May 2018) and, in any case, by 7:59 Period and 66 of the Issuers’ Regulation and Article a.m. of the fi rst Stock Exchange Trading 17 of the European Regulation no. 596/2014 Day after the end of the Reopening of the of the European Parliament and the European Acceptance Period (i.e., on or by 28 May Council of 16 April 2014 2018) By 7:59 a.m. of the Stock Exchange Press release on: (i) the fi nal results of the Notice issued by the Offeror and published by Trading Day before the Consideration Offer as a consequence of the Reopening the Issuer pursuant to Articles 41, paragraph 6, Payment Date after the Reopening of the of the Acceptance Period; (ii) the possible of the Issuers’ Regulation Acceptance Period (i.e.,on or by 31 May existence of the conditions for the Purchase 2018, unless extended) Obligation pursuant to Article 108, paragraph 2, of the TUF, or for the Purchase Obligation pursuant to Article 108, paragraph 1, of the TUF, or for the Squeeze-out Right, with indication of the modalities and terms under which the Offeror will fulfi l to the Purchase Obligation pursuant to Article 108, paragraph 1, of the TUF or the Squeeze-out Right (as the case may be) and the timing for the Delisting and the modalities of publication of the press release that will provide such information The fi fth Stock Exchange Trading Payment of the Consideration to the Not applicable Day following the end of the potential Tendering Shareholders during the potential Reopening of the Acceptance Period (i.e., Reopening of the Acceptance Period on or by 1 June 2018, unless extended) Upon occurrence of the relevant In case a threshold between 90% and 95% of Potential notice issued by the Offeror and requirements provided by law the ordinary share capital of YNAP is reached published by the Issuer pursuant to article or exceeded and therefore, the Purchase 50-quinquies, of the Issuers’ Regulation Obligation pursuant to Article 108, paragraph 2, of the TUF is triggered, publication of a notice containing information related to the fulfi lment of the Purchase Obligation pursuant to Article 108, paragraph 2, of the TUF and the expected timing of the Delisting.

Note: all the press releases mentioned in the above table, unless otherwise speciﬁ ed, shall be circulated as indicated under Article 36, paragraph 3, of the Issuers’ Regulation and in accordance with Article 114 of the TUF, when applicable; the press releases and the notices related to the Offer will be published without delay on the Richemont’s website (https://www.richemont.com/press-centre/ company-announcements.html).

– 15 YOOX Net-A-Porter Group S.p.A. Offer Document

WARNINGS

A.1 CONDITIONS OF EFFECTIVENESS OF THE OFFER

The Offer is subject to the following conditions: (i) receipt, by 7:59 a.m. on the Stock Exchange Trading Day before the Consideration Payment Date, of the clearance required by the European Union regulations on merger control clearances, consisting of a decision issued by the European Commission under Article 6(1)(b) or 6(2) of Council Regulation (EC) No. 139/2004 (the “Merger Regulation”) (or such decision being deemed to have been issued under Article 10(6) of the Merger Regulation) declaring the transaction to be compatible with the common market (the “Antitrust Condition”); (ii) that the YNAP Shares validly tendered in the Offer during the Acceptance Period, added to (a) the YNAP Shares already held by the Offeror and the Persons Acting in Concert, including as a consequence of any purchase made outside of the Offer pursuant to applicable law during the Acceptance Period or the potential Conversion and (b) the YNAP Shares still to be attributed to Richemont UK upon Conversion requests submitted to the Issuer within the date of the communication on the preliminary results of the Offer, represent more than 90% of the YNAP Shares that will be issued and outstanding as at the end of the Acceptance Period (hence, taking into account also the additional YNAP Shares that YNAP might issue during the Acceptance Period pursuant to the exercise of the Stock Options) (the “Minimum Acceptance Level Condition”); and (ii) the non-occurrence, by 7:59 of the Stock Echange Trading Day before the Consideration Payment Date, of: (a) extraordinary events or circumstances causing signifi cant changes in national or international political, fi nancial, economic, monetary or market situation that have a material adverse effect on the Offer or the assets, economic or fi nancial situation of YNAP or the companies pertaining to the YNAP Group (taken as a whole) as represented in the quarterly report of the Issuer as at 30 September 2017; or (b) events or circumstances related to YNAP or YNAP Group that are not known to the market as at the Launch Date and that cause, or are reasonably likely to cause, material adverse changes to the assets, economic or fi nancial situation of YNAP or the companies pertaining to the YNAP Group (taken as a whole) as represented in the quarterly report of the Issuer as at 30 September 2017 (the “MAC Condition”).

In relation to the Minimum Acceptance Level Condition, Richemont and the Offeror expressly reserve the right of Richemont UK, a company indirectly controlled by Compagnie Rupert and under common control with the Offeror, to convert its ‘B’ shares into YNAP Shares in compliance with the current provisions of article 5.5 of the articles of association of YNAP. Following closing of the Offer and as a consequence thereof, the Offeror might further promote the amendment of the current articles of association of YNAP in order to allow Richemont UK to freely convert all its ‘B’ shares into YNAP Shares. For further information on the conversion of the class ‘B’ shares, see Paragraph A.10.1.d and Paragraph A.17 of the Offer Document.

The Offeror expressly reserves the right to waive, in whole or in part, each and all of the Conditions of Effectiveness. With particular reference to the Minimum Acceptance Level Condition, taking into account the objectives of the Offer and the Offeror’s future programmes in relation to YNAP, as well as the present ownership structure of YNAP, the Offeror reserves the right to waive the Minimum Acceptance Level Condition if the number of YNAP Shares tendered in the Offer is such that, taking into account (i) the YNAP Shares already held by the Offeror and by the Persons Acting in Concert,

16 – YOOX Net-A-Porter Group S.p.A. Offer Document

including as a consequence of any purchase made outside of the Offer pursuant to applicable law during the Acceptance Period and the potential Conversion, and (ii) the YNAP Shares still to be attributed to Richemont UK upon Conversion requests submitted to the Issuer within the date of the communication on the preliminary results of the Offer, it exceeds 50% of the YNAP Shares that will be issued and outstanding as at the end of the Acceptance Period (the “Waiver Minimum Threshold”). The waiver by the Offeror of the Minimum Acceptance Lev el Condition will automatically entail the Reopening of the Acceptance Period.

With particular reference to the Antitrust Conditions, the granting of the relevant authorisation is a Condition of Effectiveness of the Offer which the Offeror is entitled to waive at its discretion.

The Offeror will communicate the fulfi lment or non-fulfi lment of the Minimum Acceptance Level Condition or, if the Minimum Acceptance Level Condition is not fulfi lled, the possible waiver of the same (and, in such case, the Reopening of the Acceptance Period), in the notice published by the Offeror pursuant to Articles 114 of the TUF and 66 of the Issuers’ Regulation and Article 17 of the European Regulation no. 596/2014 of the European Parliament and the European Council of 16 April 2014 within 7:59 a.m. of the fi rst Stock Exchange Trading Day after the end of the Acceptance Period.

The Offeror will communicate the fulﬁ lment, the non-fulﬁ lment and/or the waiver, as applicable, of the Conditions of Effectiveness of the Offer other than the Minimum Acceptance Level Condition, in accordance with the procedures under Article 36 of the Issuers’ Regulation by 7:59 a.m. of the Stock Exchange Trading Day before the Consideration Payment Date.

If one or more of the Conditions of Effectiveness of the Offer is not fulﬁ lled, without the Offeror’s waiver of the Condition/s of Effectiveness of the Offer, the Offer will not be successfully concluded and the YNAP Shares tendered in the Offer will be released by the ﬁ rst Stock Exchange Trading Day following the date on which the non-conclusion of the Offer is disclosed and they will be returned to the Tendering Shareholders, without the Tendering Shareholders being debited any charge or expense.

A.2 THE OFFEROR’S FINANCIAL INDEBTEDNESS IN RELATION TO THE OFFER

On 22 January 2018, Richemont entered into the Facility Agreement to provide backstop ﬁ nancing for the Offer, with Goldman Sachs International (as arranger and agent) and Goldman Sachs International Bank (as original lender and cash conﬁ rmation issuing bank).

Pursuant to the Facility Agreement, the original lender made available to Richemont, as the parent company of the Richemont Group, a term facility (the “Facility”) in the amount of EUR 3,000,000,000 for the purpose of: (a) fi nancing or refi nancing the consideration payable for the purchase of YNAP Shares pursuant to the Offer; (b) supporting the issuance of (and payments required to be made in respect of) the Cash Confi rmation by Goldman Sachs International Bank itself; (c) fi nancing or refi nancing any purchase of YNAP Shares on the market or from third parties (also through block sale) including, without limitation, those resulting from the exercise of the statutory withdrawal rights by YNAP’s minority shareholders; and (d) fi nancing or refi nancing certain related fees, costs and expenses incurred by Richemont or any of its subsidiaries for the purposes of or in connection with the Offer or with any other purchase of YNAP Shares under (c) above. Pursuant to the Facility Agreement, Goldman Sachs International Bank has also committed to issue the Cash Confi rmation which, once issued, shall be fully valid and effective, irrespective of the status, actual utilisation and subsequent cancellation of the Facility.

– 17 YOOX Net-A-Porter Group S.p.A. Offer Document

The Facility is available for utilisation until 22 November 2018, being the date falling ten months after the date of the Facility Agreement. The Facility must be repaid in full on the date falling six months after the ﬁ rst utilisation date.

In line with market practice for transactions comparable to the fi nancing contemplated under the Facility Agreement, the Facility Agreement provides for specifi c information undertakings, representations and warranties and general undertakings of Richemont. The Facility Agreement does not provide for any undertaking by the Offeror to, or any covenant requiring the Offeror to, use the cash fl ows deriving from the distribution of dividends and/or available reserves of the Issuer to repay or secure the Facility to fulfi l the Offeror’s payment obligations relating to the Offer.

Please also consider the following main terms and conditions of the Facility Agreement: (a) the opening margin shall be 0.30% per annum, increasing by 0.15% every 3 months after the date of the Facility Agreement; and (b) the interest will accrue at a rate equal to the aggregate of: (i) the applicable margin (as indicated above) and (ii) EURIBOR, provided that if EURIBOR will be less than zero, the rate for the calculation of the interest shall in any case not be less than zero. The Facility Agreement does not provide for any undertaking of the Offeror in relation to compliance with ﬁ nancial parameters or any ﬁ nancial covenant.

Funds of the Richemont Group for payment of the Consideration, deriving from the Facility and/or from other resources, will be made available to the Offeror through a proper combination of interest- bearing intercompany loans and equity injections or, in any case, of net equity, coherently with the Richemont Group’s corporate structure and the relevant entities in a proportion approximately equal to 30% of debt and to 70% of equity or any other item of net equity.

On 6 March 2018, Richemont mandated Goldman Sachs International as sole bookrunner to arrange a series of ﬁ xed income investor meetings across Europe commencing on 9 March 2018. Subject to market conditions, it is possible that a euro-denominated, senior unsecured bond, potentially including multiple series with maturities of 8 years, 12 years and 20 years, to be listed on the Luxembourg Stock Exchange, may be issued in accordance with Regulation S pursuant to the United States Securities Act of 1933, as amended, which rules the governing offers and sales made outside the United States of America without registration under the Securities Act itself (the “Bond”). It is intended that the Bond would be issued by Richemont Luxco and is expected to have a rating of A+ (stable) by Standard & Poor’s (identical to the Group’s Rating).

It is intended that the Bond would be on customary market terms appropriate for an issuer of Richemont’s rating and that the proceeds of the Bond would be used for general corporate purposes of the Richemont Group, which may include funding, in whole or in part, of the Consideration.

If the Bond is issued, it would contain no undertaking or covenant of the Offeror in relation to the Offer, and the intercompany funding and the terms of the intercompany loans to the Offeror would not differ from those put in place in circumstances where the Bond is not issued.

For further information in relation to the means by which the Offeror intends to ﬁ nance the Maximum Disbursement, as well as the main terms of the Facility Agreement, the Cash Conﬁ rmation and the Bond see Section G.1, of the Offer Document.

18 – YOOX Net-A-Porter Group S.p.A. Offer Document

A.3 PARTIES RELATED TO YNAP

Please note that, pursuant to the Regulation approved by Consob with resolution No. 17221 of 12 March 2010, as subsequently amended and implemented, Richemont UK is a related party to the Issuer because at the Offer Document Date it holds a shareholding greater than 20% of the ordinary share capital of YNAP. Richemont UK is directly controlled by Richemont Luxco and indirectly controlled by Compagnie Rupert.

The Offeror is controlled, indirectly through Richemont Luxco, Richemont Italia, and Richemont, by Compagnie Rupert. Therefore, Richemont UK (under common control with the Offeror), Richemont Italia (directly controlling the Offeror), Richemont Luxco (directly controlling Richemont Italia), Richemont and Compagnie Rupert (controlling, directly and indirectly, as the case may be, all the companies listed above) are related parties to the Issuer.

For further information, see Paragraph B.1, Section B of the Offer Document.

A.4 SUMMARY OF THE OFFEROR’S FUTURE PROGRAMMES

Through its long-term commitment and resources and sophisticated and globally dispersed clientele, the Richemont Group intends to further strengthen YNAP’s leadership in luxury e-commerce, grow the business in existing and new geographies, increase product availability and range, and continue to develop services and content for YNAP clientele.

As part of the Richemont Group, YNAP will continue to be run as a separate business alongside the Richemont Group’s other businesses, ensuring it remains a neutral and highly attractive platform for third party luxury brands. Richemont intends to keep YNAP’s headquarters in Italy.

The Offer aims at obtaining the Delisting. The Delisting could be obtained as a consequence of the Offer (including the potential Reopening of the Acceptance Period) if the YNAP Shares held by the Offeror and the Persons Acting in Concert will exceed the 90% of the ordinary share capital of the Issuer (as further speciﬁ ed in Paragraph A.10.1, Warnings Section). In addition to the YNAP Shares being tendered in the Offer and the YNAP Shares owned by the Offeror and the Persons Acting in Concert, the following will be calculated for the purpose of reaching the threshold above: (i) the YNAP Shares acquired by the Offeror and/or by the Persons Acting in Concert outside of the Offer; and (ii) the YNAP Shares deriving from the potential Conversion.

The Delisting could also be reached after the settlement of the Offer (including the potential Reopening of the Acceptance Period): (i) as a consequence of potential acquisitions of YNAP Shares carried out by the Offeror and/or the Persons Acting in Concert and/or the conversion of the class ‘B’ shares of YNAP owned by Richemont UK as a consequence of the amendments to the articles of association of YNAP which would allow Richemont UK to freely convert all its class ‘B’ shares, if such acquisitions and/or the conversion will entail the 90% threshold of the ordinary share capital of the Issuer to be exceeded; or (ii) as a consequence of the Merger.

The Richemont Group, of which the Offeror is a member, intends to continue supporting the Issuer’s growth and believes that the long-term business targets of YNAP will be more easily achieved and effectively pursued with a narrower shareholder base after the Delisting as th e latter will increase the operating and decision-making ﬂ exibility necessary to achieve such targets.

– 19 YOOX Net-A-Porter Group S.p.A. Offer Document

A.5 AUTHORISATIONS

The launch of the Offer is not subject to obtaining any authorisation.

For the sake of completeness, it is noted that the acquisition by the Offeror of the YNAP Shares amounts to a concentration pursuant to the applicable merger control regulations and, therefore, was subject to receipt of the following clearances: (i) the European Commission having issued a decision under Article 6(1)(b) or 6(2) of the Merger Regulation (or being deemed to have done so under Article 10(6) of the Merger Regulation) declaring the Offer to be compatible with the common market; (ii) all ﬁ lings having been made and all applicable waiting periods (including any extensions thereof) under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the regulations thereunder having expired, lapsed or been terminated as appropriate in each in respect of the Offer, or any matters arising from the Offer; (iii) the clearance or deemed clearance (through the expiration of the relevant waiting periods) by the Japan Fair Trade Commission, under the Act on Prohibition of Private Monopolisation and Maintenance of Fair Trade, of the transaction; and (iv) the Federal Antimonopoly Service having cleared the transaction pursuant to the Russian Federal Law No. 135-FZ dated 26 July 2006 “On the Protection of Competition” (as further amended).

As of the Offer Document Date: • the authorisation to the transaction from the Japan Fair Trade Commission pursuant to the Act on Prohibition of Private Monopolisation and Maintenance of Fair Trade was issued on 6 March 2018. • In compliance with the Hart-Scott-Rodino Antitrust Improvements Act of 1976 of the US and the related regulations, all the ﬁ lings have been made and all the waiting periods (including their extensions) have expired or lapsed. • The clearance to the transaction from the Federal Antimonopoly Service pursuant to the Russian Federal Law No. 135-FZ dated 26 July 2006 “On the Protection of Competition” (as further amended) has been issued on 13 March 2018. • A formal ﬁ ling was submitted in the EU.

The granting of the authorisation in the European Union is a Condition of Effectiveness of the Offer, which the Offeror is entitled to waive at its discretion (see Paragraph A.1, Warnings Section).

A.6 REOPENING OF THE ACCEPTANCE PERIOD

The Offeror may, on a voluntary basis, have recourse to the Reopening of the Acceptance Period, pursuant to Article 40-bis, paragraph 1, letter a), of the Issuers’ Regulation. Pursuant to Article 40- bis, paragraph 3, letter b), of the Issuers’ Regulation, the Reopening of the Acceptance Period will not apply if, at the end of the Acceptance Period, the Offeror will hold a shareholding equal to the one indicated in Article 108, paragraph 2, of the TUF and will have declared the intention not to restore a free fl oat suffi cient to ensure the regular trading of the YNAP Shares. On the Stock Exchange Trading Day following the Consideration Payment Date, the Acceptance Period will be reopened for fi ve Stock Exchange Trading Days if the Offeror waives the Minimum Acceptance Level Condition or such condition has been satisfi ed, unless the requirements for the Purchase Obligation pursuant to Article 108, paragraph 2, of the TUF are met.

20 – YOOX Net-A-Porter Group S.p.A. Offer Document

In the event of the Reopening of the Acceptance Period, the Offeror will pay the Consideration (equal to Euro 38.00) for each YNAP Shares to the Tendering Shareholders on the ﬁ fth Stock Exchange Trading Day following the end of the Reopening of the Acceptance of the Offer, being 1 June 2018, unless extended.

Please note that the Reopening of the Acceptance Period, pursuant to Article 40-bis, paragraph 3, letters a) and b), of the Issuers’ Regulation will not occur if the Offeror: • comes to hold a shareholding equal to the one set forth under article 108, paragraph 2 of the TUF and, as a consequence, the Minimum Acceptance Level Condition is fulfi lled; • at least fi ve Stock Exchange Trading Days before the end of the Acceptance Period, notifi es the market of the waiver of the Minimum Acceptance Level Condition through a specifi c communication to be published pursuant to article 40-bis, paragraph 3, letter a) of the Issuers’ Regulation.

For further information, see Paragraph G.1, Section G, of the Offer Document.

A.7 OFFEROR’S DECLARATION REGARDING THE FULFILMENT OF THE PURCHASE OBLIGATION PURSUANT TO ARTICLE 108, PARAGRAPH 2, OF THE TUF AND THE POSSIBLE RESTORATION OF THE FLOAT

As anticipated in the Introduction, the Offer aims at the acquisition of the entire ordinary share capital of the Issuer and at the Delisting.

In the event that, due to the level of acceptances received pursuant to the Offer (including the potential Reopening of the Acceptance Period), any purchase made outside of the Offer, or the potential Conversion, the Offeror and the Persons Acting in Concert hold an overall shareholding greater than 90%, but lower than 95%, of the ordinary share capital of the Issuer, the Offeror hereby declares, also pursuant to Article 108, paragraph 2, of the TUF, its intention not to restore a free ﬂ oat sufﬁ cient to ensure the regular trading of the YNAP Shares on the MTA. As a consequence, pursuant to Article 108, paragraph 2, of the TUF, the Offeror will acquire the remaining YNAP Shares from the Issuer’s shareholders so requesting for a consideration, per YNAP Share, that will be equal to the Consideration if the requirements under Article 108, paragraph 3, of the TUF are met or otherwise determined by Consob pursuant to articles 108, paragraph 4, of the TUF and 50 of the Issuers’ Regulation. The Offeror will disclose in the Press Release on the Offer Results as indicated in Paragraph F.4 (or, if applicable, in the press release on the results of the Offer after the potential Reopening of the Acceptance Period), whether the requirements of the Purchase Obligation pursuant to Article 108, paragraph 2, of the TUF are met. In such case, the above mentioned notice will provide information on: (i) the amount of the remaining YNAP Shares (either as a number of YNAP Shares or as a percentage of the overall ordinary share capital of the Issuer); and (ii) the procedures and the terms pursuant to which the Offeror will comply with the Purchase Obligation pursuant to Article 108, paragraph 2, of the TUF, as well as the timing for the Delisting or how such information could be found.

In case of fulﬁ lment of the Purchase Obligation pursuant to Article 108, paragraph 2, of the TUF, the Offeror might have to purchase an additional maximum number of 2,045,598 YNAP Shares that YNAP might issue upon the exercise by the relevant beneﬁ ciaries of the Change of Control Stock Options.

Pursuant to Article 2.5.1, paragraph 6, of the Stock Exchange Regulation, if the conditions of the Purchase Obligation pursuant to Article 108, paragraph 2, of the TUF are met, Borsa Italiana will

– 21 YOOX Net-A-Porter Group S.p.A. Offer Document

order the Delisting starting on the ﬁ rst Stock Exchange Trading Day following the day of payment of the price relating to the procedure for the fulﬁ lment of the Purchase Obligation pursuant to Article 108, paragraph 2, of the TUF (“Sell-Out Procedure”), save as indicated below and as provided under Paragraph A.8.

Therefore, following the fulfi lment of the Purchase Obligation pursuant to Article 108, paragraph 2, of the TUF, the YNAP Shares will be delisted from the MTA and those YNAP shareholders who have not tendered their YNAP Shares in the Offer and who have not requested the Offeror to purchase their YNAP Shares under the Purchase Obligation pursuant to Article 108, paragraph 2, of the TUF (without prejudice to the following Paragraph A.8), will hold fi nancial instruments that are not traded on any regulated market, with resulting diffi culty in liquidating their investment.

Please note that, for the purpose of calculating the thresholds provided for by Article 108, paragraph 2, of the TUF, the YNAP Shares held by the Issuer will be added to the Offeror’s shareholding (numerator) without being deducted from the Issuer’s ordinary share capital (denominator).

For further information, see Paragraph G.3, Section G of the Offer Document.

A.8 THE OFFEROR’S DECLARATION ON THE FULFILMENT OF THE PURCHASE OBLIGATION PURSUANT TO ARTICLE 108, PARAGRAPH 1, OF THE TUF AND ON THE EXERCISE OF THE SQUEEZE-OUT RIGHT

In the event that – due to the level of acceptances received pursuant to the Offer (including the potential Reopening of the Acceptance Period), including any purchase made outside of the Offer pursuant to applicable law, the potential Conversion, or the fulﬁ lment of the Purchase Obligation pursuant to Article 108, paragraph 2, of the TUF – the Offeror and the Persons Acting in Concert hold an overall shareholding equal or greater than 95% of the ordinary share capital of the Issuer, the Purchase Obligation pursuant to Article 108, paragraph 1, of the TUF will apply.

Further, the Offeror declares its intention to exercise the Squeeze-out Right pursuant to Article 111, of the TUF over the remaining outstanding YNAP Shares.

Therefore the Offeror, by exercising the Squeeze-out Right, will simultaneously fulfi l the Purchase Obligation pursuant to Article 108, paragraph 1, of the TUF with respect to the shareholders of YNAP so requesting. The Offeror will carry out a single procedure (the “Joint Procedure”) in order to fulfi l the Purchase Obligation pursuant to Article 108, paragraph 1, of the TUF and exercise the Squeeze-out Right. The Squeeze-out Right will be exercised as soon as possible after the settlement of the Offer (including the potential Reopening of the Acceptance Period) or the conclusion of the procedure for the fulfi lment of the Purchase Obligation pursuant to Article 108, paragraph 2, of the TUF.

The price for the purchase of the remaining YNAP Shares will be determined in accordance with Article 108, paragraph 3 or 4, of the TUF (depending on the level of acceptances to the Offer), due to the reference to such provision provided by Article 111 of the TUF. In particular, a purchase price for each YNAP Share equal to the Consideration pursuant to Article 108, paragraph 3, of the TUF or as determined by Consob pursuant to Articles 108, paragraph 4, of the TUF and 50 of the Issuers’ Regulation will be paid.

The Offeror will disclose whether or not the legal requirements for the execution of the Purchase Obligation pursuant to Article 108, paragraph 1, of the TUF and exercise of the Squeeze-out Right

22 – YOOX Net-A-Porter Group S.p.A. Offer Document

have been met in the Press Release on the Offer Results (or in the press release on the results of the Offer after the end of the Reopening of the Acceptance Period, as applicable) as indicated in Paragraph F.4 or in the notice regarding the results of the procedure for the fulﬁ lment of the Purchase Obligation pursuant to Article 108, paragraph 2, of the TUF. The following information will also be provided: (i) the amount of remaining YNAP Shares (either as a number of YNAP Shares or as a percentage of the overall ordinary share capital of the Issuer); and (ii) the procedures and the terms pursuant to which the Offeror will comply with the Squeeze-out Right and will fulﬁ l, within the same procedure, the Purchase Obligation pursuant to Article 108, paragraph 1, of the TUF, as well as the timing for the Delisting or how such information could be found.

In case of fulﬁ lment of the Purchase Obligation pursuant to Article 108, paragraph 1, of the TUF and of the exercise of the Squeeze-out Right, the Offeror might have to purchase an additional maximum number of 2,045,598 YNAP Shares that YNAP might issue upon the exercise by the relevant beneﬁ ciaries of the Change of Control Stock Options.

Please note that, for the purpose of calculating the thresholds provided for by Articles 108, paragraph 1, and 111, of the TUF, the YNAP Shares held by the Issuer will be added to the Offeror’s shareholding (numerator) without being deducted from the Issuer’s ordinary share capital (denominator).

The transfer of the acquired YNAP Shares by virtue of the above mentioned provisions will be effective from the date of the communication given to the Issuer regarding the deposit of the consideration for the exercise of the Squeeze-out Right at a bank which will be appointed for that purpose. The Issuer will make the relevant entries in the shareholders’ ledger. Pursuant to Article 2949 of the Civil Code, after the expiration of the ﬁ ve years prescribed term from the date on which the consideration for the Squeeze-out Right has been deposited, the Offeror will have the right to obtain the repayment of the sums deposited as consideration for the Squeeze-out Right which will not have been cashed in by the entitled shareholders.

Pursuant to Article 2.5.1, paragraph 6, of the Stock Exchange Regulation, if the conditions of the Purchase Obligation pursuant to Article 108, paragraph 1, of the TUF and of the Squeeze-out Right are met, Borsa Italiana will order the Delisting, taking into account the timing for the exercise of the Squeeze-out Right.

For further information, see Paragraph G.3, Section G of the Offer Document.

A.9 P OSSIBLE SCARCITY OF FLOAT

At the end of the Offer (including the potential Reopening of the Acceptance Period), should the requirements for the Delisting not occur, the free fl oat may be insuffi cient to ensure regular trading of the YNAP Shares, in particular considering the potential persistence of shareholders with signifi cant shareholdings pursuant to applicable law. In such case, Borsa Italiana may order the suspension of the YNAP Shares from listing and/or the Delisting pursuant to Article 2.5.1 of the Stock Exchange Regulation, unless the Offeror decides to restore a free fl oat suffi cient to ensure regular trading.

In case of insuffi ciency of the free fl oat, the Offeror does not intend to take measures aimed, for timing and manner, at restoring the minimum requirements of free fl oat to ensure regular trading of the YNAP Shares, since no relevant obligation is set forth by the applicable law.

– 23 YOOX Net-A-Porter Group S.p.A. Offer Document

In case of Delisting, please note that the shareholders of YNAP which have not tendered their YNAP Shares to the Offer will hold ﬁ nancial instruments that are not traded on any regulated market, with resulting difﬁ culty in liquidating their investment.

A.10 ALTERNATIVES FOR THE SHAREHOLDERS TO WHICH THE OFFER IS ADDRESSED

For greater clarity, in this Warning, we illustrate the possible scenarios for the present holders YNAP Shares if the Offer: (i) is completed due to, the fulﬁ lment of the Conditions of Effectiveness of the Offer or waiver of the same by the Offeror (distinguishing, in such scenarios, between accepting shareholders and non-acceptancing shareholders); or (ii) is not completed, due to the non-fulﬁ lment of the Conditions of Effectiveness of the Offer, without the Offeror waiving the same.

A.10.1 Scenarios in case of successful conclusion of the Offer

A.10.1.a Scenario for the Issuer’s shareholders who accept the Offer

The YNAP Shares can be tendered in the Offer during the Acceptance Period and during the potential Reopening of the Acceptance Period.

In case of acceptance of the Offer and fulﬁ lment of all the Conditions of Effectiveness (or waiver of them by the Offeror), the shareholders of YNAP will receive consideration equal to Euro 38.00 per each YNAP Share tendered in the Offer (including the potential Reopening of the Acceptance Period) and purchased by the Offeror.

A.10.1.b Scenario for the Issuer’s shareholders who do not accept the Offer

In case of non-acceptance of the Offer, the shareholders of YNAP will face one of the possible scenarios described below.

A. The Offeror reaches a stake of at least 95% of the Issuer’s ordinary share capital

If due to the level of acceptances received pursuant to the Offer, the acquisition of additional YNAP Shares by the Offeror outside of the Offer during the Acceptance Period (or during the Reopening of the Acceptance Period), or the pontential Conversion, the Offeror, together with the Persons Acting in Concert, holds a total stake of at least 95% of the Issuer’s ordinary share capital: (i) the Offeror exercises the Squeeze-out Right and simultaneously fulﬁ ls the Purchase Obligation pursuant to Article 108, paragraph 1, of the TUF; and (ii) a price per YNAP Share equal to – as the case may be – the Consideration pursuant to Article 108, paragraph 3, of the TUF or the consideration determined by CONSOB pursuant to Articles 108, paragraph 4, of the TUF and 50 of the Issuers’ Regulation, will be paid to the shareholders of YNAP.

24 – YOOX Net-A-Porter Group S.p.A. Offer Document

B. The Offeror reaches a stake of at least 90% but less than 95% of the Issuer’s ordinary share capital

If due to the level of acceptances received pursuant to the Offer during the Acceptance Period, the acquisition of additional YNAP Shares that the Offeror purchases outside of the Offer or the potential Conversion on the date of the Press Release on the Offer Results, the Offeror, together with the Persons Acting in Concert, holds a total stake greater than 90%, but less than 95%, of the Issuer’s ordinary share capital: (i) the requirments for the Purchase Obligation pursuant to Article 108, paragraph 2 will be met; and (ii) the shareholders of the Issuer who have not accepted the Offer will have the right to request the Offeror to purchase their YNAP Shares, pursuant to Article 108, paragraph 2, of the TUF at a price per each YNAP Share equal – as the case may be – to the Consideration pursuant to Article 108, paragraph 3, of the TUF or the consideration determined by CONSOB pursuant to Articles 108, paragraph 4, of the TUF and 50 of the Issuers’ Regulation, will be paid to the shareholders of YNAP.

Pursuant to Article 2.5.1, paragraph 6, of the Stock Exchange Regulation, if the conditions of the Purchase Obligation pursuant to Article 108, paragraph 2, of the TUF are met, Borsa Italiana will order the Delisting. Therefore, upon fulfi lment of the Purchase Obligation pursuant to Article 108, paragraph 2, of the TUF, the YNAP Shares will be delisted from the MTA and the shareholders of YNAP which have not accepted the Offer and which have not requested the Offeror to purchase their YNAP Shares pending the Purchase Obligation pursuant to Article 108, paragraph 2, of the TUF (without prejudice to the provisions under letter A above), will hold fi nancial instruments that are not traded on any regulated market, with resulting diffi culty in liquidating their investment.

C. The Offeror reaches a stake equal to or less than 90% of the Issuer’s ordinary share capital but at least of 50% of the Issuer’s ordinary share capital

The Reopening of the Acceptance Period will occur if: (i) due to the level of acceptances received pursuant to the Offer during the Acceptance Period, the acquisition of additional YNAP Shares that the Offeror purchases outside of the Offer or the potential Conversion, the Offeror, together with the Persons Acting in Concert, holds a total stake equal to or less than 90% but higher than the Waiver Minimum Threshold (taking into account, for that purpose, any potential requests for the Conversion submitted before the press release on the preliminary results of the Offer and in respect of which, at the same time, the related YNAP Shares have still not been granted to Richemont UK); and (ii) the Offeror waives the Minimum Acceptance Level Condition,

Following the Reopening of the Acceptance Period: (i) if due to the level of acceptances received pursuant to the Offer during the Reopening of the Acceptance Period or the potential acquisition of additional YNAP Shares that the Offeror

– 25 YOOX Net-A-Porter Group S.p.A. Offer Document

purchases outside of the Offer during the Reopening of the Acceptance Period, the Offeror, together with the Persons Acting in Concert, holds a total stake exceeding 90% of the ordinary share capital of the Issuer, the scenario described in Paragraph A.10.1.b(B) will occur; (ii) if due to the level of acceptances received pursuant to the Offer during the Reopening of the Acceptance Period or the potential acquisition of additional YNAP Shares that the Offeror purchases outside of the Offer during the Reopening of the Acceptance Period, the Offeror, together with the Persons Acting in Concert, holds a total stake equal or exceeding 95% of the ordinary share capital of the Issuer, the scenario described in Paragraph A.10.1.b(A) will occur; (iii) if due to the level of acceptances received pursuant to the Offer during the Reopening of the Acceptance Period or the potential acquisition of additional YNAP Shares that the Offeror purchases outside of the Offer, the Offeror, together with the Persons Acting in Concert, holds a total stake less than 90% of the ordinary share capital of the Issuer, the requirements for the Purchase Obligation pursuant to Article 108, paragraph 2, of the TUF and the Delisting are not met. Therefore, the shareholders of the Issuer, who have not accepted the Offer, will remain holders of YNAP Shares listed on the MTA and the Offeror will purchase the YNAP Shares tendered in the Offer and increase its shareholding in the Issuer. In such case, the Offeror reserves the right to proceed with the Merger as referred to in the following Paragraph A.10.1.c.

A.10.1.c. Merger

The Offeror, depending on the results of the Offer, may decide to: (i) achieve the Delisting through the Merger, if, upon completion of the Offer (including the potential Reopening of the Acceptance Period), the requirements for the Purchase Obligation pursuant to Article 108, paragraph 1, of the TUF, or for the Purchase Obligation pursuant to Article 108, paragraph 2, of the TUF or for the Squeeze-out Right are not met and therefore the Issuer is still listed; or (ii) carry out the Merger for reorganizational purposes (i.e., to more easily achieve and effectively pursue its business targets) even if the Delisting has already been achieved as a result of the Offer.

Please note that, as mentioned under Paragraph G.2.4, Section G of the Offer Document as at the Offer Document Date, neither the Offeror nor the Issuer’s corporate bodies have taken any formal decision or adopted any resolution, or developed any internal plan or analysis, on the Merger or its implementation.

A. Merger in the event that the Delisting is not achieved

I f, upon completion of the Offer, the Issuer is still listed, the Offeror reserves the right to carry out, in compliance with applicable laws and corporate governance procedures, the Merger to achieve the Delisting. Please note that, as at the Offer Document Date, neither the Offeror nor the Issuer have taken any formal decision or adopted any resolution or developed any internal plan or analysis on the Merger or its implementation.

If the Merger is carried out when the Issuer is still listed, the shareholders of the Issuer which have not accepted the Offer and which have not taken part to (or have voted against) the resolution approving the Merger will have the Withdrawal Right, since they would receive, in exchange for their YNAP Shares, shares of an unlisted company (i.e. the incorporating entity in the context of the Merger). In such case, the liquidation value of the YNAP Shares for which the Withdrawal Right has been exercised will

26 – YOOX Net-A-Porter Group S.p.A. Offer Document

be determined pursuant to Article 2437-ter, paragraph 3, of the Civil Code, by sole reference to the arithmetical average of the closing trading prices achieved in the six months preceding the publication of the notice of call of the shareholders’ meeting to vote on the Merger (the “Arithmetical Average”). In light of the above, the closer to the completion of the Offer that the Merger is carried out, the more the Arithmetical Average and, therefore, the liquidation value of the YNAP Shares in the event of exercise of the Withdrawal Right, will be inﬂ uenced by the Consideration and its effect on the price developments after the Launch Date.

As a consequence of the above, those YNAP shareholders who decide not to exercise their Withdrawal Right, would become owners of shares that are not traded on any regulated market, making it difﬁ cult for them to liquidate their investment in the future.

B. Merger after the Delisting

In case, upon completion of the Offer (including the potential fulﬁ lment of the Purchase Obligation pursuant to Article 108, paragraph 2, of the TUF), the Delisting is achieved and, then, the Merger is carried out, the shareholders of YNAP who would remain in the Issuer and who have not taken part to (or have voted against) the resolution approving the Merger will not have the Withdrawal Right (without prejudice to the withdrawal right if one or more of the circumstances under Article 2437 of the Civil Code should occur).

C. Applicability of article 2501-bis of the Civil Code

The Merger may fall within the scope of application of article 2501-bis of the Civil Code. In this respect, the shareholders of YNAP that decide not to tender their YNAP Shares to the Offer, nor to beneﬁ t from the Purchase Obligation pursuant to Article 108, paragraph 2, of the TUF, nor to exercise the Withdrawal Right following the Merger, would become shareholders of the incorporating company, which will have a debt level higher than the one of the Issuer prior to the Merger. In fact, the overall debt of the company resulting from the Merger will include both the pre-existing debt of the Issuer and that of the Offeror at the time of the Merger.

In relation to the latter, it is envisaged that – in the case hereby described – the existing debt of the Offeror will only be constituted by that incurred for the purposes of fulﬁ lling the obligation to pay the Consideration and the additional debt potentially incurred by the Offeror for the intercompany acquisition of the YNAP Shares owned by Richemont UK, a company indirectly controlled by Compagnie Rupert and under common control with the Offeror (as better described below). As at the Offer Document Date, it is not expected that the entity resulting from the Merger will have further debt as a consequence of the Merger. Please also note that, as mentioned under Paragraph G.1, Section G of the Offer Document, for the purpose of paying the Consideration of the Offer, the funds of the Richemont Group, either from the Facility or from other resources, will be made available to the Offeror through a proper combination of interest-bearing intercompany loans and equity injections or, in any case, net equity (coherently with the corporate structure of the Richemont Group and of its companies) in a proportion which could be approximatively equal to 30% debt and 70% equity or any other item of net equity.

– 27 YOOX Net-A-Porter Group S.p.A. Offer Document

D. Issuer’s cash ﬂ ows and repayment of the Facility

The Facility Agreement does not provide for any undertaking of the Offeror to, or any covenant requiring the Offeror to, use the cash fl ows deriving from the distribution of dividends and/or available reserves of the Issuer to repay or secure the Facility to fulfi l the Offeror’s payment obligations relating to the Offer. However, for the purpose of accelerating the repayment of the Facility, Richemont could determine – through the exercise of its voting right in a shareholders’ meeting of YNAP ¬– the adoption of resolutions in order to distribute to the shareholders, as ordinary and/or extraordinary dividends, available resources of the Issuer, including for signifi cant amounts. Such case could produce negative effects on the Issuer’s capacity to realise its development plans and/or on the timing for the realisation of such plans.

A.10.1.d. Conversion of class ‘B’ shares

Notwithstanding the general right of Richemont UK to convert class ‘B’ shares into YNAP Shares, pursuant to article 5.5 of the Issuer’s articles of association and/or to the conditions set forth in paragraph A.17, in case the Offeror, upon completion of the Offer, does not come to hold a shareholding in YNAP’s share capital exceeding 90% of YNAP Shares (and, therefore, does not obtain the Delisting), but has waived the Minimum Acceptance Level Condition, it may decide – provided that the numerical conditions (as described in paragraph A.17.2 of the Offer Document) are met – to fulﬁ l the necessary requirements for obtaining Delisting through: (i) the amendment of YNAP’s articles association, by removing the provisions of article 5 of the articles of association that restrict the right of class ‘B’ shareholders to convert their class ‘B’ into YNAP Shares, thus allowing Richemont UK to freely convert its class ‘B’ shares; and (ii) the conversion of all or part of Richemont’s class ‘B’ shares into YNAP Shares.

In this case, upon meeting the 90% threshold of YNAP Shares, the Offeror will be subject to the Purchase Obligation pursuant to Article 108, paragraph 2, of the TUF, following which the Delisting would be obtained. In this scenario, the requirements for the exercise of the Withdrawal Right by YNAP’s minority shareholders would not arise, so that they would remain holders of the Issuer’s shares that are not listed.

Even in the event of a Delisting as resulting from the conversion of Richemont UK’s class ‘B’ shares, the Offeror reserves the right to proceed with the Merger for reorganizational purposes (see paragraph A.10.1.c, letter B, of the Warnings section of the Offer Document above).

A.10.2 Scenario in the event of non-conclusion of the Offer because of the non-fulﬁ lment of one or more of the Conditions of Effectiveness of the Offer without the Offeror’s waiver of the same

In the event of non-conclusion of the Offer because of the non-fulfi lment (and the Offeror’s non- waiver) of one or more of the Conditions of Effectiveness of the Offer, the YNAP Shares tendered in the Offer would be released to the respective holders within the fi rst Stock Exchange Trading Day after the date on which the non-conclusion of the Offer would be announced, as specifi ed under following Paragraph F.9 of the Offer Document.

28 – YOOX Net-A-Porter Group S.p.A. Offer Document

Please note that if, upon completion of the Offer, the Offeror, together with the Persons Acting in Concert, hold a shareholding in the ordinary share capital of YNAP equal to or less than 50% of the ordinary share capital of YNAP, the Offer will be, without possibility of derogation, ineffective and the scenario provided by this Paragraph A.10.2 will apply.

A.11 R ELEVANT PROVISIONS IN THE ARTICLES OF ASSOCIATION IN CONNECTION WITH THE OFFER

The extraordinary shareholders’ meeting of YNAP held on 5 May 2011 resolved on the right pursuant to Article 104, paragraph 1-ter, of the TUF, by introducing in Article 6, paragraphs 5 and 6, of the articles of association, an express derogation from the passivity rule.

In particular, Article 6 of the articles of association provides that: (i) notwithstanding the provisions of Article 104, paragraph 1, of the TUF, in the event that the YNAP Shares are subject to a public purchase and/or exchange offer, authorisation pursuant to a shareholders’ meeting is not required for the performance of any acts or operations that could hinder the objectives of the Offer, during the period between notiﬁ cation of the Offer, pursuant to Article 102, paragraph 1, of the TUF, and the closure or expiry of the offer; (ii) notwithstanding the provisions of Article 104, paragraph 1-bis, of the TUF, authorisation pursuant to a shareholders’ meeting is not required even for the implementation of any decision taken before the commencement of the period between notiﬁ cation of the Offer, pursuant to Article 102, paragraph 1, of the TUF, and the closure or expiry of the Offer, which has not yet been implemented wholly or in part, which does not form part of the normal course of the Company’s operations and whose implementation could hinder the achievement of the Offer’s objectives.

A.12 POTENTIAL CONFLICTS OF INTERESTS

With reference to the relationships between the persons involved in the Offers, please note in particular the following: • • Cédric Charles Marcel Bossert is, at the Offer Document Date, non-executive member of the board of directors of the Issuer and is also chairman of the board of directors of Richemont Italia, and also group general counsel of Richemont; • • Richard Philippe Lepeu is, at the Offer Document Date, non-executive member of the board of directors of the Issuer and is also member of the board of directors of certain companies belonging to the Richemont Group; • • on 9 March 2018, pursuant to Article 5 of the articles of association, the Issuer published a list of candidates presented by the board of directors of the Issuer, in view of the shareholders meeting of the Issuer for the appointment of the board of directors scheduled for 20 April 2018. Messrs Cédric Charles Marcel Bossert and Richard Philippe Lepeu, which as at the Offer Document Date hold the above mentioned offi ces, were included among the candidates provided in such a list; • Banca IMI S.p.A., which is controlled by Intesa Sanpaolo S.p.A., is the Intermediary Appointed to Coordinate the Collection of Acceptances. In addition, one or more companies belonging to the group headed by Intesa San Paolo S.p.A. granted fi nancings to the Issuer and to companies belonging to the Richemont Group in Italy. Please note that one or more company belonging to the Intesa Sanpaolo group, in the ordinary course of their business, has provided, provide or may provide in the future or on a continuative basis, lending, advisory, investment banking and corporate fi nance services to the Issuer and/or Richemont and the persons directly or indirectly

– 29 YOOX Net-A-Porter Group S.p.A. Offer Document

involved in the Offer (and/or in the negotiation and execution of the Offer) and/or to their respective shareholders and/or to their respective subsidiaries and/or to other entities operating in the same business; • Goldman Sachs International acts as the Offeror’s Financial Advisor; • Goldman Sachs International Bank has made available a facility in the maximum amount of EUR 3,000,000,000.00, as mentioned under Paragraph G.1, Section G, of the Offer Document.

A.13 THE ISSUER’S PRESS RELEASE

The Issuer’s board of directors issued on 16 March 2018, pursuant to Article 103, paragraph 3, of the TUF in conjunction with Article 39 of the Issuers’ Regulation, a press release containing all useful data for the appraisal of the Offer, within the Stock Exchange Trading Day before the ﬁ rst day of the Acceptance Period. Such press release is attached to this Offer Document as Annex M.1.

The representatives of the Issuer’s workers have the right to issue an independent opinion, pursuant to Article 103, paragraph 3-bis, of the TUF.

A.14 SIGNIFICANT AGREEMENTS

A.14.1 Shareholders’ agreement between YNAP, Richemont and Richemont UK

On 31 March 2015, YNAP, Richemont and Richemont UK (a company indirectly controlled by Compagnie Rupert) entered into a shareholders’ agreement setting out, inter alia, the corporate governance of YNAP and the rules that apply for the holding and transfer of shares in YNAP.

Pursuant to Section 5.1 of the Shareholders’ Agreement, Richemont and Richemont UK undertook a standstill obligation preventing them and all their afﬁ liates from purchasing any further YNAP Shares save in certain circumstances until 5 October 2018.

On 21 January 2018, YNAP has granted its consent to the Offeror’s acquisition of the YNAP Shares pursuant to an amendment agreement to the Shareholders’ Agreement entered into on the same date by the parties to the Shareholders’ Agreement (the “Amendment Agreement”).

Pursuant to the Amendment Agreement, upon the Offer becoming unconditional, the Shareholders’ Agreement will be terminated.

For further information, see Paragraph H.2, Section H, of the Offer Document.

A.14.2 Lock-up agreement between Richemont and Mr Federico Marchetti - Irrevocable undertaking between Richemont and Mr Federico Marchetti

On 31 March 2015, Richemont and Mr Federico Marchetti, YNAP’s managing director, entered into a lock-up agreement (the “Lock-up Agreement”), containing lock up clauses preventing Mr Federico Marchetti from selling or otherwise disposing of all YNAP Shares he owns either pursuant to any new incentive plan or stock option plan or any future capital increase by the Issuer for a period of three years from 5 October 2015.

30 – YOOX Net-A-Porter Group S.p.A. Offer Document

Richemont and Mr Federico Marchetti agreed in the Irrevocable Undertaking (as deﬁ ned below) to terminate the Lock-up Agreement by mutual consent – with consequent termination of any validity and effect thereof – with effect from, and subject to the release – and ﬁ ling with CONSOB – of the announcement provided for under article 102, paragraph 1, of the TUF. Therefore, as at the Offer Document Date, the Lock-up Agreement is terminated.

Richemont and Mr Federico Marchetti also agreed in the Irrevocable Undertaking (as deﬁ ned below) that, if the Irrevocable Undertaking (as deﬁ ned below) ceases to have effect due to the Offer being withdrawn or lapsing in accordance with its terms, the Lock-up Agreement will again be valid, in force and binding on the parties thereto as if its termination had never occurred.

On 21 January 2018, Mr Federico Marchetti and Richemont entered into an agreement pursuant to which Mr Federico Marchetti has undertaken to tender to the Offer all YNAP Shares he owns, currently representing 5.6% of the current issued ordinary share capital of YNAP, and all YNAP Shares he will acquire (including YNAP Shares arising from the exercise of the Stock Options) before the end of the Acceptance Period (the “Irrevocable Undertaking”).

Pursuant to the Irrevocable Undertaking, Mr Federico Marchetti granted the Offeror with a call option over any YNAP Shares acquired by Mr Federico Marchetti (including for these purposes any shares which Mr Federico Marchetti may come to own as a result of the exercise of options under any YNAP’s stock option plan) after the completion of the Offer in consideration for the granting of a put option over the same shares granted to Mr Federico Marchetti by the Offeror, both at the same price offered to the shareholders in the context of the Offer.

Notwithstanding the above, Richemont and Mr Federico Marchetti further agreed that the Irrevocable Undertaking shall cease to have any effect if one or more of the Conditions of Effectiveness of the Offer is not fulﬁ lled, without the Offeror’s waiver of the Condition/s of Effectiveness of the Offer, and therefore the Offer is not successfully concluded. As a consequence of the termination of the Irrevocable Undertaking following the non-completion of the Offer, the Lock-up Agreement shall be again valid, in force and binding on the parties thereto as if its termination had never occurred.

For further information, see Paragraph H.2, Section H of the Offer Document.

A.15 FAILURE TO RETAIN KEY PERSONEL OF YNAP

The performance of the Richemont Group depends signiﬁ cantly on the efforts and abilities of some key personnel. Failure to address the risk of losing YNAP’s key personnel (including as a result of intense competition over talented designers and business leaders in all product categories and markets in which the Richemont Group operates) could disrupt the Richemont Group’s business and have an adverse effect on the operating results of the Richemont Group.

A.16 CHANGE OF CONTROL CLAUSE

With respect to signiﬁ cant agreements that take effect, or are amended or invalidated by or as a result of the change of control of the contracting company, a joint venture agreement has been signed between the Issuer and Kering SA (formerly PPR SA), which gives Kering SA the option to withdraw from the agreement in certain cases where there is a change in the Issuer’s controlling interests.

– 31 YOOX Net-A-Porter Group S.p.A. Offer Document

The successful completion of the Offer would amount to a change in the Issuer’s controlling interests and Kering SA would be entitled to withdraw from the agreement.

A.17 CONVERSION OF THE ‘B’ SHARES

A.17.1 Conversion of the ‘B’ shares into YNAP Shares during the Offer

As indicated in the Warning Section A.1 of the Offer Document, Richemont UK, a company indirectly controlled by Compagnie Rupert, reserves its right to convert its ‘B’ shares into YNAP Shares in compliance with the current provisions of Article 5.5 of the articles of association of YNAP. Such provision grants the owners of class ‘B’ shares of YNAP and, therefore, Richemont UK the right to convert the class ‘B’ shares at a ratio of 1 YNAP Share per each class ‘B’ share converted (and, therefore, without any consideration) at any time on the condition that the overall number of YNAP Shares owned after the conversion by Richemont (including the YNAP Shares owned by the controlling company, the controlled companies and the companies under common control on the basis of the deﬁ nition of control provided by IAS and IFRS, from time to time applicable, and therefore by the Persons Acting in Concert) does not exceed 25% of the share capital represented by YNAP Shares. As a consequence of the above, the Conversion cannot be carried out after completion of the Offer at the Consideration Payment Date (and, therefore, cannot be carried out during the Reopening of the Acceptance Period).

Therefore, Richemont UK will be able to convert the ‘B’ shares into YNAP Shares only within the limits set forth in the articles of association of YNAP, i.e. until a total amount of YNAP Shares not exceeding 25% of the ordinary share capital of the Issuer (as possibly incremented by the exercise of the Stock Options).

The Conversion could be carried out by Richemont UK to allow the Offeror, together with the Persons Acting in Concert, (i) to exceed the Waiver Minimum Threshold and to fulﬁ l the Minimum Acceptance Level Condition, taking into account (a) the YNAP Shares deriving from the Conversion allotted to Richemont UK at the time of the press release on the provisional results of the Offer, and (ii) the YNAP Shares that, at the time of the press release on the provisional results of the Offer, still have to be allotted to Richemont UK upon any potential request for Conversion already made to the Issuer at that moment; (ii) to exceed 90% of the ordinary share capital of the Issuer and to meet the conditions for the Delisting following the fulﬁ lment of the Purchase Obligation pursuant to Article 108, paragraph 2, of the TUF, taking into account the YNAP Shares deriving from the Conversion allotted to Richemont UK within the moment of the Press Release on the Offer Results; or, under certain conditions, (iii) to reach 95% of the ordinary share capital of the Issuer for the purpose of the application of Article 111 of the TUF and, consequently, the exercise of the Squeeze-out Right.

Please note that Richemont UK currently holds 22,786,452 YNAP Shares, representing 24.76% of YNAP’s ordinary share capital. The outstanding Stock Options that become exercisable in the ordinary course in March 2018 and will therefore become exercisable also during the Acceptance Period (and during the potential Reopening of the Acceptance Period) are 1,541,973.

32 – YOOX Net-A-Porter Group S.p.A. Offer Document

For the above mentioned purposes, Richemont UK could require the assignment, upon the Conversion, of a maximum amount of YNAP Shares equal to: (i) no. 296,748, assuming that no Stock Option will be exercised and, therefore, it could hold an overall maximum number of YNAP Shares equal to 23,083,200(2); (ii) no. 810,739, assuming the exercise and subscription of all the Stock Options, and, therefore, in such case, it could hold an overall maximum number of YNAP Shares equal to 23,597,191(3).

In the case of both (i) and (ii), the Offeror’s shareholding, taking into account the ordinary share capital of YNAP and the YNAP Shares held by Richemont UK, would be equal to maximum 25% of the ordinary share capital of YNAP.

On the basis of the above, the percentage of the ordinary share capital of YNAP which the Offeror, together with the Persons Acting in Concert, shall come to hold at the end of the Acceptance Period in order to exceed the 90% threshold of the YNAP Shares through the Conversion is equal to 89,13%, assuming that all the Stock Options have been exercised and subscribed, and equal to 89,70% assuming that none of the Stock Options has been exercised.

As indicated above, in order to allow the Offeror to include the YNAP Shares resulting from the Conversion for the purposes of exceeding or reaching the above thresholds in view of the Delisting, the Conversion should be exercised in compliance with and within the terms set by Article 5.7 of the articles of association of YNAP through requests submitted within the press release on the preliminary results of the Offer and the YNAP Shares deriving from the Conversion shall be issued within the publication of the Press Release on the Offer Results. Article 5.7 of the articles of association of YNAP sets out, inter alia, that in case of Conversion, the board of directors must take all actions necessary to ensure that the YNAP Shares issued for the purposes of the Conversion are issued within the ﬁ fth Stock Exchange Trading Day of the calendar month following the submission of the related request, and in any case within the time required by the applicable law and regulation.

For further information, see Paragraph G.4, Section G of the Offer Document.

A.17.2 Conversion of the ‘B’ shares into YNAP Shares following the completion of the Offer

As mentioned under Paragraph G.2.6, Section G, of the Offer Document, the Offeror reserves the right to amend YNAP’s articles of association following, and as a consequence of, the completion of the Offer.

In particular, the Offeror reserves the right to amend YNAP’s articles of association, removing the provisions under Article 5 of the articles of association that restrict the right of the owners of ‘B’ shares to convert their ‘B’ shares into YNAP Shares. Such amendment will be essential to allow Richemont UK to freely convert its ‘B’ shares.

(2) Please note that, during the Acceptance Period, the Change of Control Stock Options will not be exercisable since the condition for their exercise is not fulﬁ lled. (3) See preceding footnote.

– 33 YOOX Net-A-Porter Group S.p.A. Offer Document

Subject to the above amendment, Richemont UK may ask for, in the absence of any restriction in the articles of association, the conversion of all or part of the ‘B’ shares. Below are the possible scenarios in which the conversion, following the completion of the Offer, would have an impact on the shareholding held by the other YNAP’s shareholders: (i) the Offeror (together with the Persons Acting in Concert) comes to hold a shareholding higher than 90% but below 95% of YNAP’s ordinary share capital. Borsa Italiana, as a consequence of the fulﬁ lment by the Offeror of the Purchase Obligation pursuant to Article 108, paragraph 2, of the TUF, orders the Delisting. Richemont UK converts its ‘B’ shares for the only purpose to increase its shareholding in the Issuer (also in view of a potential Merger for reorganizational purposes), the other YNAP shareholders are diluted; (ii) the Offeror (together with the Persons Acting in Concert) comes to hold a shareholding equal or below 90% and waives the Minimum Acceptance Level Condition determining the Reopening of the Acceptance Period and the effectiveness of the Offer. If, after the Reopening of the Acceptance Period the Offeror (together with the Persons Acting in Concert) comes to hold a shareholding of the ordinary share capital of the Issuer: a. higher than 90%, but lower than 95%, the scenario described in point (i) preceding will apply; b. higher than 87.39% of the ordinary share capital of YNAP, calculated on the ordinary share capital of YNAP before the exercise and the subscription of all the Change of Control Stock Option, or higher than 85.52% of the ordinary share capital of YNAP, calculated on the ordinary share capital of YNAP after the exercise and the subscription of all the Change of Control Stock Option(4) , but not higher than 90%, Richemont UK converts the class ‘B’ shares, thus exceeding the 90% of the ordinary share capital of YNAP and diluting the other shareholders of YNAP, (1) the Purchase Obligation pursuant to Article 108, paragraph 2, of the TUF will apply to the Offeror; and (2) following the fulﬁ lment of such obligation, Borsa Italiana orders the Delisting. In such scenario the other shareholders of YNAP will not have the Withdrawal Right after the Delisting; c. equal to or below 87.39% or 85.52% of YNAP’s ordinary share capital calculated as per (b) above(5), Richemont UK converts the ‘B’ Shares, but does not cross (even after the conversion) the 90% threshold of YNAP’s ordinary share capital. The YNAP Shares will remain listed and the only effect of the conversion is the dilution of the shareholding held by the other YNAP’s shareholders.

For clariﬁ cation purposes, the percentage of YNAP’s ordinary share capital that the Offeror, together with the Persons Acting in Concert, should come to hold after completion of the Offer in order to meet the 95% threshold through the conversion of all the class ‘B’ shares owned by Richemont UK carried out after the amendment of YNAP’s articles of association, should be equal to (i) 94.79% of YNAP’s ordinary share capital, calculated on the basis of YNAP’s ordinary share capital before the exercise and subscription of all the Change of Control Stock Options, or (ii) 92.76% of YNAP’s ordinary share capital, calculated on the basis of YNAP’s ordinary share capital after the exercise and subscription of all the Change of Control Stock Options(6). Therefore, in no case could the Offeror, also together with the Persons Acting in Concert, meet the 95% threshold of YNAP’s ordinary share capital through the

(4) Assuming the exercise and the subscription of all the Stock Option and that, during the Acceptance Period, no class ‘B’ shares have been converted (or during the potential Reopening of the Acceptance Period). (5) See footnote 4. (6) Assuming the exercise and the conversion of all the Stock Options and assuming that none of the class ‘B’ shares are converted during the Acceptance Period (or during the potential Reopening of the Acceptance Period).

34 – YOOX Net-A-Porter Group S.p.A. Offer Document

conversion of all the class ‘B’ shares of YNAP by Richemont UK, if, upon completion of the Offer, the Offeror comes to hold a shareholding not exceeding 90% of YNAP’s ordinary share capital.

For clariﬁ cation purposes, it is noted that in each case of conversion the shareholding of the other YNAP shareholders could be diluted from a minimum of 30.3% up to a maximum of 30.9%, depending on whether, during the Offer, Richemont UK exercised or did not exercise the conversion of the maximum amount of the ‘B’ shares in compliance with Article 5.5 of the articles of association of YNAP(7).

The conversion would in any case be carried out after the completion of the Offer in compliance with Article 5.7 of the articles of association of YNAP.

Please also note that: (i) i f 90% threshold of the ordinary share capital of YNAP is exceeded as a consequence of the conversion of the ‘B’ shares by Richemont UK and, as a consequence, the Delisting is achieved, the Offeror reserves the right to proceed with the Merger for reorganizational purposes; (ii) i f 90% threshold of the ordinary share capital of YNAP is not exceeded as a consequence of the conversion of the ‘B’ shares by Richemont UK and, as a consequence, the Delisting is not achieved, Richemont reserves the right to proceed with the Merger to obtain the Delisting.

With reference to the Merger see Paragraph A.10.1.c, Warnings Section of the Offer Document.

For further information on the conversions of the class ‘B’ shares please see Paragraph G.4, Section G of the Offer Document.

(7) Assuming the exercise and the subscription of all the Stock Option and the Change of Control Stock Option.

– 35 YOOX Net-A-Porter Group S.p.A. Offer Document

B. SUBJECTS PARTICIPATING IN THE OPERATION

B.1 THE OFFEROR

B.1.1 Company name, legal form, incorporation, term and registered ofﬁ ce

The Offeror’s company name is “RLG Italia Holding S.p.A.”. The Offeror is a joint-stock company with registered ofﬁ ce in Milan at via Benigno Crespi 26 (certiﬁ ed e-mail address: rlgitaliaholding@ legalmail.it), REA (Economic and Administrative Index) MI - 2512431, tax code, VAT number, and registration number in the Companies Register of Milan 10188040967.

The Offeror was incorporated on 19 January 2018 and the Offeror’s term is set to expire on 31 March 2050.

B.1.2 Corporate purpose

The corporate purpose of the Offeror is set forth in the company’s articles of association as follows:

“The corporate purpose is to acquire participations in companies and/or legal entities incorporated or in the process of being incorporated.

The corporate purpose is also the exercise, not prevailingly nor towards the public, and only towards the companies of the group, of one or more of the following activities: • granting of any form of ﬁ nancing; • foreign exchange intermediation; • collecting, paying out and transferring funds, and related operations, and consequent debiting and crediting of the relevant interests and charges; • technical, administrative, and ﬁ nancial coordination of the companies of the group to which it belongs.

At any rate, the following activities are strictly excluded: • the activity of ﬁ nance leasing; • the professional activities reserved by law; • the solicitation of public savings, pursuant to the applicable laws; • the exercise towards the public of the activiti es under art. 106 of the Legislative Decree 1/9/1993, no. 385; • consumer credit offering, also towards its own shareholders, pursuant to the Decree of the Treasury Minister of 27 September 1991, published on the Ofﬁ cial Gazette no. 227; • the activities under the Law of 2 January 1991, no. 1, and subsequent amendments; • the activities under the Decree Law of 20 November 1990, no. 356; • the activities of factoring of any kind, within or outside the ambit of application of the Law of 21 February 1991, no. 52.

36 – YOOX Net-A-Porter Group S.p.A. Offer Document

The company may also carry out all those commercial, industrial, movable and ﬁ nancial activities (the latter, however, only in a non-prevailing way and not towards the public) that shall be deemed to be necessary only towards pursuing the above-mentioned company’s purposes, including the granting of guarantees - personal and in rem - in favour of anyone, for obligations upon third parties, too”.

B.1.3 Applicable law and jurisdiction

The Offeror is a joint-stock company under Italian law and it operates according to Italian law.

The general place of jurisdiction is that of the registered ofﬁ ce of the Offeror, in Milan.

B.1.4 Share capital and main shareholders

B.1.4.a. Share capital

As at the Offer Document Date, the Offeror’s share capital fully subscribed and paid-in amounts to EUR 50,000.00, divided into no. 50,000 ordinary shares, each with a par value of EUR 1.00.

B.1.4.b. Main shareholders

As at the Offer Document Date, the Offeror’s share capital is fully owned by Richemont Italia, as sole shareholder. The latter is directly controlled by Richemont Luxco, in turn directly controlled by Richemont. Therefore, Richemont, as consolidating company of the Richemont Group, is the parent company of the Richemont Group.

Richemont’s advisors consider Compagnie Rupert as the parent company of Richemont based on the fact that such company holds 50% of Richemont’s voting rights. Therefore, Compagnie Rupert indirectly controls the Offeror.

– 37 YOOX Net-A-Porter Group S.p.A. Offer Document

The following is a graphical representation of the control structure of the Offeror:

In light of the above-described control structure, Compagnie Rupert and its controlled companies Richemont, Richemont Italia, Richemont Luxco, and Richemont UK are to be considered as Persons Acting in Concert with the Offeror pursuant to Article 101-bis, Paragraphs 4 and 4-bis, of the TUF.

B.1.4.c. Shareholders’ agreements

As at the Offer Document Date, no shareholder agreements are in force with regard to the Offeror.

B.1.5 The Offeror’s corporate bodies and auditing ﬁ rm

B.1.5.a. The Offeror’s board of directors

Pursuant to the Offeror’s articles of association, the Offeror is managed by a board of directors comprising four members. The directors are appointed by general shareholders meeting and can be reappointed or removed by general shareholders meeting, in accordance with the law.

The Offeror’s board of directors as at the Offer Document Date was appointed at the time of incorporation on 19 January 2018 and their term of offi ce will end on the date of the shareholders meeting called for the approval of the fi nancial statements for the fi nancial year ending 31 March 2020.

38 – YOOX Net-A-Porter Group S.p.A. Offer Document

The current members of the Offeror’s board of directors are the following:

NAME AND SURNAME OFFICE PLACE AND DATE OF BIRTH Massimo Di Cesare Chairman Penne (PE) – 10 July 1969 Axel Denis Meyer Director Geneva – 1 August 1970 Stefano Corrado Director Milan – 9 May 1966 Paolo Valente Director Milan – 8 August 1963

The members of the board of directores are domiciled for their ofﬁ ce at the Offeror’s registered address in Milan, via Benigno Crespi 26.

B.1.5.b. The Offeror’s board of statutory auditors

Pursuant to the Offeror’s articles of association, the Offeror’s board of statutory auditors is composed of three standing and two alternate members.

The auditors are appointed by the shareholders’ meeting and their term of ofﬁ ce is of three ﬁ nancial years.

The board of statutory auditors as at the Offer Document Date was appointed at the time of incorporation on 19 January 2018 and their term of offi ce will end on the date of the shareholders’ meeting called for the approval of the fi nancial statements for the fi nancial year ending 31 March 2020.

Pursuant to Article 28 of the company’s articles of association, the board of statutory auditors carries out the auditing of the company’s ﬁ nancial accounts.

The current members of the board of statutory auditors are the following:

NAME AND SURNAME OFFICE PLACE AND DATE OF BIRTH Andrea Cagnani Chairman Parma – 30 November 1959 Alberto Croce Standing member Milan – 21 March 1960 Andrea Bellu Standing member Alghero (SS) – 30 November 1976 Emanuela Rondelli Alternate member Bergamo – 14 September 1969 Marco Sebastiano Romeo Alternate member Milan – 29 November 1966

B.1.5.c. Ofﬁ ces and economic interests

To the Offeror’s knowledge, none of the members of the board of directors nor the general managers of the Offeror serves in ofﬁ ces of, or holds economic interests in, the Issuer or in any companies of the YNAP Group.

B.1.6 Description of the Richemont Group

At the Offer Document Date, the Offeror is indirectly controlled by Richemont through the control chain described in Section B.1.4.b.

– 39 YOOX Net-A-Porter Group S.p.A. Offer Document

The directors of Richemont regard Compagnie Rupert to be the Richemont Group’s controlling party, as 50% of the voting rights of Richemont are held by that entity.

The following chart illustrates the structure of the main companies belonging to the Richemont Group at the Offer Document Date.

Direct subsidiary ( 100% interest unless otherwise stated) In direct subsidiary ( 100% interest unless otherwise stated)

B.1.6.a. Company name, legal form, incorporation, term and registered ofﬁ ce

Richemont’s company name is “Compagnie Financière Richemont S.A.”, a Swiss public company limited by shares (“Société Anonyme”).

Richemont is registered with the Companies’ Register of Geneva under no. CH-170.3.013.862-4.

Richemont was incorporated on 16 August 1988 and its term is indeﬁ nite.

Richemont’s registered ofﬁ ce is in 50, chemin de la Chênaie, 1293 Bellevue, Geneva.

B.1.6.b. Corporate purpose

The corporate purpose of Richemont is set forth in Article 3 of the company’s articles of association as follows:

“The corporate purspose is to acquire, either directly or indirectly, participations in other companies either in Switzerland or abroad, with the goal to ﬁ nance its afﬁ liates and to carry out investments and placements.

The company may carry out all other ancillary activities related to its corporate purpose”.

40 – YOOX Net-A-Porter Group S.p.A. Offer Document

B.1.6.c. Applicable law and jurisdiction

Richemont is a Swiss company operating under Swiss law, with particular reference to the Swiss code of Obligations (“Code des obligations suisse”).

The jurisdiction is that of the court of Switzerland.

B.1.6.d. Share capital and main shareholders

At the Offer Document Date, Richemont’s share capital, fully subscribed and paid-in amounts to CHF 574,200,000.00, divided into no. 522,000,000 class A shares, each with a par value of CHF 1.00, listed and traded on the SIX Swiss Exchange and included in the Swiss Market Index (SMI) of leading stocks, and no. 522,000,000 class B shares, each with a par value of CHF 0.10, not listed.

South African depository receipts in respect of Richemont’s class A shares are traded on the Johannesburg stock exchange operated by JSE Limited, Richemont’s secondary listing.

As mentioned under Paragraph B.1.4.b, Richemont is controlled by Compagnie Rupert.

Compagnie Rupert is, as of 31 March 2017, the only relevant shareholder.

B.1.6.e. Shareholders’ agreement

At the Offer Document Date, no shareholder agreements are in force with regard to Richemont.

B.1.6.f. Richemont’s corporate bodies and auditing ﬁ rm

A. Richemont’s board of directors

Pursuant to Article 22 of the company’s articles of association, Richemont is managed by a board of directors composed of a minimum of three members. The directors are appointed by the General Meeting.

Pursuant to Article 23 of the company’s articles of association, their term of ofﬁ ce is until the end of the next ordinary General Meeting and can be re-appointed.

– 41 YOOX Net-A-Porter Group S.p.A. Offer Document

Richemont’s Board of Directors at the Offer Document Date is composed of the following nineteen members, appointed at the General Meeting of 13 September 2017:

NAME AND SURNAME OFFICE NATIONALITY AND YEAR OF BIRTH Johann Rupert Chairman South African, 1950 Josua Malherbe Vice-Chairman and non-executive director South African, 1955 Nicolas Bos Director French, 1971 Burkhart Grund Director German/American, 1965 Jérôme Lambert Director French/Swiss, 1969 Cyrille Vigneron Director French, 1961 Nikesh Arora Non-executive director Indian, 1968 Clay Brendish Independent director British, 1947 Jean-Blaise Eckert Non-executive director Swiss, 1963 Keyu Jin Non-executive director Chinese, 1982 Ruggero Magnoni Non-executive director Italian, 1951 Jeffrey Adam Moss Non-executive director American, 1970 Vesna Nevistic Non-executive director Swiss, 1965 Guillaume Pictet Non-executive director Swiss, 1950 Alan Quasha Non-executive director American, 1949 Maria Ramos Non-executive director South African, 1959 Anton Edward Rupert Non-executive director South African, 1987 Jan Rupert Non-executive director South African, 1955 Gary Saage Non-executive director American, 1960

B. Richemont’s internal committees

The board of directors has established four internal committees as corporate governance support functions (each to the extent of their delegated duties). Each board committee has its own written chart outlining its duties and responsibilities, and a Chairman elected by the board of directors. The Chairman of each committee presents a summary of the activities of each committee meeting to the board of Directors. The committees are entitled to invite members of senior management and external specialists to attend meetings for speciﬁ c matters on an ad hoc basis.

In addition, a Senior Executive Committee has been established, pursuant to Article 34 of the company’s articles of association.

C. Ofﬁ ces and economic interests

To Richemont’s knowledge, none of the members of the board of directors nor the general managers of Richemont serve in ofﬁ ces of, or holds economic interests in, the Issuer or in any companies of the YNAP Group.

D. Richemont’s auditing ﬁ rm

In the course of the General Meeting of 13 September 2017, Richemont has re-appointed, for the term of one year, PricewaterhouseCoopers S.A., 50 avenue Giuseppe-Motta, 1202 Geneve, Switzerland, as auditor of the ﬁ nancial statements of the company.

42 – YOOX Net-A-Porter Group S.p.A. Offer Document

The external auditor refers to the board of directors through the internal Audit Committee, which supervises the relationship between the external auditor and the Richemont Group.

B.1.7 The Richemont Group’s business

B.1.7.a. Description of the Richemont Group’s business

The Richemont Group was founded in 1988. Richemont is the parent company of the Richemont Group and has interests in many of the world’s leading luxury goods companies, encompassing various prestigious brands that produce a range of jewellery, watches, premium accessories and other luxury products.

The Richemont Group operates in three business areas: (i) jewellery; (ii) watchmaking; and (iii) other businesses (which includes writing instruments, leather and accessories, and other luxury products), through a variety of different brands (each a “Maison”). Therefore, Maisons engaged in the jewellery business area are grouped in the “Jewellery Maisons” segment, while the ones engaged in watchmaking are grouped in the “Specialist Watchmakers” segment; and, as a result, Maisons engaged in the other business areas are grouped in the “Other Businesses” segment.

Each of the Maisons enjoys a high degree of autonomy, with its own management team under a dedicated chief executive ofﬁ cer. To complement and coordinate the mentioned businesses areas, the Richemont Group has established central functions and regional structures around the world to provide the required support services in terms of distribution, ﬁ nance, control, legal and administration services.

The Maisons’ products are sold through: (i) a network of boutiques owned by the Richemont Group; (ii) franchise operations; (iii) multi-brand points of sale owned by third parties; and (iv) on-line distribution. From a presentation perspective, retail (i.e., sale to ultimate consumers) and wholesale (i.e., sale to persons and entities other than ultimate consumers) are the two distribution channels of the Richemont Group’s products.

The Richemont Group has been a pioneer in forseeing the potentiality of the e-commerce as an innovative distribution channel which could bring additional value to its products. Richemont has been committed to the Net-A-Porter business since its infancy, as a minority investor ﬁ rst, and then as controlling shareholder in 2010. Since the Net-A-Porter merger with Yoox S.p.A. in 2015, Richemont has continued to support the combined group as its largest shareholder, convinced of the compelling market opportunity connected to the online sale of luxury goods.

B.1.7.b. Business areas

As mentioned above, the Richemont Group operates in three main segments through a variety of Maisons.

– 43 YOOX Net-A-Porter Group S.p.A. Offer Document

Jewellery Maisons

The Richemont Group operates in the jewellery market through brands whose heritage is in the design, manufacture and distribution of jewellery and related products; these comprise the following Maisons: • Cartier, established in 1847, is one of the most globally established names in both jewellery and watches and is considered as a leader and pioneer in its ﬁ eld; • Van Cleef & Arpels, established in 1906, is predominantly a high jewellery Maison and distributes its products globally through a retail-only strategy; • Giampiero Bodino, established in 2013, is an emerging high jewellery Maison, creatively led by its naming founder.

Specialist Watchmakers

The “Specialist Watchmakers” segment encompasses an extensive variety of brands, from Maisons embodying the values of tradition, excellence in design, innovation and expertise, to more recent Maisons that place themselves at the forefront of the contemporary watchmaking scene and blend innovative engineering skills with traditional craftsmanship.

In particular, Maisons like Vacheron Constantin (established 1755), Jaeger-LeCoultre (established 1833), Piaget (established 1874), Baume & Mercier (established 1830) and IWC Schaffhausen (established 1868) demonstrate a history of excellence, being among the highest quality watchmakers, perpetuating a long-established heritage of master craftsmen.

In parallel, A. Lange & Söhne (established 1845) and Roger Dubuis (established 1995) produce all- mechanical timepieces combining inventiveness with, respectively, classic and creative designs; and Ofﬁ cine Panerai (established 1860) continues in its specialisation in sports watches, combining Italian design, innovative technology and maritime heritage.

Other Businesses

The “Other Businesses” segment includes the Richemont Group’s writing instruments and fashion and accessories’ businesses. The common thread for each of the “Other Businesses” is the high quality of the products and the unique practical skills of the master craftsmen involved.

Montblanc (established 1906) is widely recognized as the most exclusive brand of luxury writing instruments, characterized by the top-level quality of the craftsmanship and its creativity. The same features have been developed over time also in the ﬁ elds of watches, leather and accessories.

This business area also includes Maisons with a mix of long-established heritage and young emerging brands, including notably Chloé (established 1952), Lancel (established 1876) and Alaïa (established 1983), all of which are feminine Parisian fashion brands recognised globally for their sophisticated designs and Alfred Dunhill (established 1893) and Peter Millar (established 2001) which are focused on luxury for men. Alfred Dunhill excels in ﬁ ne tailoring and bespoke leather goods, while Peter Millar designs classic, luxury sportswear embracing timeless style with a modern twist.

44 – YOOX Net-A-Porter Group S.p.A. Offer Document

B.1.7.c. Sales by segment

The table below sets out the Richemont Group’s sales for the 6-month periods ending 30 September 2016 and 30 September 2017 by segment.

Segment Sales for 6 months Sales for 6 months (in EUR million) ending 30 September ending 30 September 2017 2016 Jewellery Maisons 3,163 2,755 Specialist Watchmakers 1,527 1,445 Other Businesses 915 886 Total 5,605 5,086

The table below sets out the Richemont Group’s sales for the ﬁ nancial years ending 31 March 2016 and 31 March 2017 by segment.

Segment Sales for ﬁ nancial year Sales for ﬁ nancial year (in EUR million) ending 31 March 2017 ending 31 March 2016 Jewellery Maisons 5,927 6,048 Specialist Watchmakers 2,879 3,225 Other Businesses 1,841 1,803 Total 10,647 11,076

B.1.7.d. Sales by distribution channel

The Richemont Group operates through various distribution channels, including wholesale, retail, franchise and online, as part of its multi-channel distribution strategy.

The Richemont Group has approximately 1,815 points of sale across all brands, of which approximately 1,115 are own retail and approximately 700 are franchise. During the 6 months ending 30 September 2017, approximately 59% of the Richemont Group’s sales were through retail channels and 41% through wholesale and franchise channels. Retail sales as a percentage of the Richemont Group’s total sales have increased as a result of the Richemont Group’s strategy to develop its own retail network as part of its multi-channel distribution strategy.

The Richemont Group has long-established relationships in many countries with multi-brand watch and jewellery retailers. The number of such retailers which are independently-owned is diminishing and the importance of larger, often multi-site retailers, is growing as the watch and jewellery market consolidates in many historically large markets. Although the share of Richemont Group wholesale sales has been gradually reducing, ensuring continued positive commercial relationships with these partners remains important to the Richemont Group.

Over recent years, the Richemont Group has experienced a shift in consumer behaviour, with clients having higher expectations of interactivity with the Richemont Group’s Maisons, not only through physical boutiques, but online. The Richemont Group’s objective is to provide as seamless an experience as possible to its clients globally, whether they shop online, over the telephone, or in boutique, including in respect of after-sales services, and it intends to allocate resources towards digital marketing and online sales platforms (amongst other things) to develop and implement this multi-channel approach.

– 45 YOOX Net-A-Porter Group S.p.A. Offer Document

The Richemont Group’s brands are distributed in retail through internal and external boutiques globally. Internal boutiques are points of sale managed directly by the Richemont Group’s brands; external boutiques are franchises of mono-brand boutiques, operated by third parties. The table below sets out the number of boutiques per brand as at 30 September 2017.

Brand Total boutiques Internal boutiques External boutiques Montblanc 581 273 308 Cartier 276 198 78 Chloé 185 109 76 Van Cleef & Arpels 127 86 41 Alfred Dunhill 93 87 6 Piaget 92 67 25 Jaeger-LeCoultre 87 54 33 IWC 86 51 35 Lancel 78 69 9 Ofﬁ cine Panerai 75 40 35 Vacheron Constantin 65 32 33 Others 70 49 21 Total 1,815 1,115 700

B.1.7. e. Sales by regions

During the 6 months ending 30 September 2017, approximately 39% of the Richemont Group’s sales were in the Asia Paciﬁ c region, 29% were in Europe, 16% in the Americas, 8% in Japan, and 8% in the Middle East and Africa region.

The table below sets out the Richemont Group’s sales for the 6-month periods ending 30 September 2016 and 30 September 2017 by region.

Region Sales for 6 months Sales for 6 months (in EUR million) ending 30 September ending 30 September 2017 2016 Europe 1,623 1,587 Asia Paciﬁ c 2,175 1,769 Americas 890 821 Japan 479 477 Middle East / Africa 438 432 Total 5,605 5,086

46 – YOOX Net-A-Porter Group S.p.A. Offer Document

The table below sets out the Richemont Group’s sales for the ﬁ nancial years ending 31 March 2016 and 31 March 2017 by region.

Region Sales for fi nancial year Sales for fi nancial year (in EUR million) ending 31 March 2017 ending 31 March 2016 Europe 3,068 3,388 Asia Pacifi c 3,903 3,937 Americas 1,781 1,745 Japan 1,010 1,031 Middle East / Africa 885 975 Total 10,647 11,076

B.1.7.f. Equity story

The Richemont Group was founded in 1988, and owned minority holdings in Cartier Monde SA and Rothmans International, which also held investments in Cartier Monde, Alfred Dunhill and, through Alfred Dunhill, Montblanc and Chloé. The watchmakers Piaget and Baume & Mercier were acquired in 1988 by a subsidiary of Cartier Monde.

In 1996, the Richemont Group acquired watchmakers Vacheron Constantin, and in 1997 it acquired watchmaker Ofﬁ cine Panerai and leather goods brand Lancel.

Since 1998, following the buyout of Vendôme Luxury Group minority shareholders, the Richemont Group owns 100% of its luxury goods interests.

In 1999, the Richemont Group acquired a controlling 60% interest in Van Cleef & Arpels, one of the world’s most renowned jewellery Maisons, and subsequently acquired further stakes, bringing Van Cleef & Arpels into full ownership by the Richemont Group by 2003.

In 2000, the Richemont Group acquired Jaeger-LeCoultre, IWC Schaffhausen and A. Lange & Söhne. In 2007, it acquired an interest in Azzedine Alaïa, the Parisian fashion house, and in 2008 a controlling 60% interest in Manufacture Roger Dubuis SA; the remaining minority interest in Roger Dubuis was acquired in 2015 by the Richemont Group.

In 2008, the Richemont Group’s luxury goods businesses were separated from its other activities, with Reinet Investments S.C.A. established as a separately traded vehicle for holding the non-luxury goods businesses formerly held by the Richemont Group.

In 2010, the Richemont Group acquired the majority of the shares of NET-A-PORTER.COM, the premier online luxury fashion retailer, and in 2015, The Net-A-Porter Group merged with YOOX S.p.A., resulting in the Richemont Group retaining 50% of the share capital of the combined YOOX Net-A-Porter Group with its voting rights limited to 25%.

B.1.7.g. Employees

As published in the Richemont’s annual report and ﬁ nancial statements as at 31 March 2017, in 2017, the Richemont Group directly employed an average of 28,580 people in manufacturing, distribution,

– 47 YOOX Net-A-Porter Group S.p.A. Offer Document

retail and administrative functions. Two-thirds of the Richemont Group’s employees are based in Europe, primarily in Switzerland (namely, 8,270 employees), France, Italy, the UK and Germany, reﬂ ecting the location of the Maisons’ manufacturing bases. Moreover, around 600 apprentices and trainees are employed with the purpose to preserve the skills of master craftsmen from one generation to the next.

B.1.8 Balance sheet and income statement

The consolidated ﬁ nancial statements of the Richemont Group are prepared in accordance with International Financial Reporting Standards and IFRIC interpretations (together, “IFRS”).

In particular, the consolidated fi nancial statements for the fi nancial years ending 31 March 2017 and 31 March 2016 have been prepared under the historical cost convention, as modifi ed by the revaluation of fi nancial assets and fi nancial liabilities (including derivative instruments) at fair value through profi t or loss. Amendments to IFRSs effective for the fi nancial year ending 31 March 2017 do not have a material impact on the Richemont Group.

Richemont Group’s statutory auditor (PricewaterhouseCoopers SA) has issued an unqualiﬁ ed opinion on the consolidated ﬁ nancial statements as at 31 March 2017 on 11 May 2017.

The condensed consolidated interim fi nancial statements for the half year ended 30 September 2017 have been prepared in accordance with International Accounting Standard (‘IAS’) 34 Interim Financial Reporting. The condensed consolidated interim fi nancial statements should be read in conjunction with the annual consolidated fi nancial statements for the year ended 31 March 2017.

For more ﬁ nancial information on the aforementioned consolidated ﬁ nancial statements, see the Annual Reports of 2016 and 2017 available on www.richemont.com.

48 – YOOX Net-A-Porter Group S.p.A. Offer Document

The ﬁ nancial situation of the Offeror as at 28 February 2018 is as follows:

28 February 2018 BALANCE SHEET – ASSETS A) Receivables from shareholders for contribution 0 B) Non-current assets I) Intangible assets 3,785 II) Property, plant and equivalent 0 III) Investments 0 Total non-current assets (B) 3,785 C) Current assets I) Inventories 0 Assets available for sale 0 II) Receivables Short term receivables 0 Long term receivables 0 Deferred tax 0 Total receivable 0 III) Current ﬁ nancial assets 0 IV) Cash and cash equivalent 50,000 Total current assets (C) 50,000 D) Prepayments and Accruals 0 Total assets 53,785

BALANCE SHEET – LIABILITIES A) Net equity I) Share capital 50,000 II) Share premium reserve 0 III) Revaluation reserve 0 IV) Legal reserve 0 V) Bylaws reserves 0 VI) Other reserves 0 VII) Reserves for cash ﬂ ow hedges 0 VIII) Income (losses) carried forward 0 IX) Operating Income (losses) -1,915 Operating losses carried forward 0 X) Treasury shares reserve 0 Total net equity (A) 48,085 B) Provisions for risks and charges 0 C) Employee severance indemnities 0 D) Debt Short term debt 5,700 Long term debt 0 Total debt (D) 5,700 E) Accruals and deferred income 0 TOTAL LIABILITIES 53,785

The assets are represented by cash value of EUR 50,000, equal to the initial share capital, and by intangible ﬁ xed assets for EUR 3,785, consisting of capitalised incorporation costs.

– 49 YOOX Net-A-Porter Group S.p.A. Offer Document

The liabilities are represented by the share capital for the above mentioned amount, fully subscribed and paid, and by debts due within the ﬁ nancial year for EUR 5,700 for notarial and incorporation expenses.

B.1.8.a. Consolidated balance sheet (31 March 2017)

In order to provide a summary of the Richemont Group’s historical accounting information, Richemont Group’s consolidated balance sheet relating to the years ended 31 March 2016 and 31 March 2017 is reported below.

Consolidated balance sheet for the fi nancial year as at 31 March 2017 2016 in EUR million Assets Non-current assets Property, plant and equipment 2,558 2,476 Goodwill 298 291 Other intangible assets 391 421 Investment property 12 191 Equity-accounted investments 1,307 1,283 Deferred income tax assets 724 700 Financial assets held at fair value through profi t or loss 7 7 Other non-current assets 430 398 5,727 5,767 Current assets Inventories 5,302 5,345 Trade and other receivables 996 1,021 Derivative fi nancial instruments 20 41 Prepayments 163 135 Financial assets held at fair value through profi t or loss 3,481 3,247 Cash at bank and on hand 4,450 4,569 Assets of disposal group held for sale 21 – 14,433 14,358 Total assets 20,160 20,125

Equity and liabilities Equity attributable to owners of the parent company Share capital 334 334 Treasury shares (432) (412) Share option reserve 327 289 Cumulative translation adjustment reserve 3,004 2,725 Retained earnings 12,296 12,111 Total equity 15,529 15,047

Liabilities Non-current liabilities Borrowings 402 379 Deferred income tax liabilities 8 10 Employee beneﬁ ts obligation 98 290 Provisions 91 79 Other long-term ﬁ nancial liabilities 132 124 731 882

50 – YOOX Net-A-Porter Group S.p.A. Offer Document

Consolidated balance sheet for the ﬁ nancial year as at 31 March 2017 2016 in EUR million Current liabilities Trade and other payables 1,508 1,526 Current income tax liabilities 365 268 Borrowings 53 77 Derivative ﬁ nancial instruments 67 93 Provisions 215 211 Bank overdrafts 1,685 2,021 Liabilities of disposal group held for sale 7 – 3,900 4,196 Total liabilities 4,631 5,078 Total equity and liabilities 20,160 20,125

Inventories at the year-end amounted to EUR 5,302 million (2016: EUR 5,345 million), representing 22 months of cost of sales, broadly in line with the prior year.

B.1.8.b Consolidated comprehensive income statement (31 March 2017)

In order to provide a summary of the Richemont Group’s historical accounting information, the consolidated statement of comprehensive income for the years ended 31 March 2016 and 31 March 2017 is reported below.

Consolidated statement of comprehensive income for the year ended 31 March 2017 2016 in EUR million Sales 10,647 11,076 Cost of sales (3,848) (3,958) Gross profi t 6,799 7,118 Selling and distribution expenses (3,044) (2,950) Communication expenses (1,119) (1,093) Administrative expenses (1,015) (992) Other operating income/(expense) 143 (22) Operating profi t 1,764 2,061 Finance costs (233) (166) Finance income 73 168 Share of post-tax results of equity-accounted investments (34) (5) Profi t before taxation 1,570 2,058 Taxation (360) (370) Profi t for the year from continuing operations 1,210 1,688 Profi t for the year from discontinued operations – 539 Profi t for the year 1,210 2,227 Other comprehensive income: Items that will never be reclassifi ed to profi t or loss Defi ned benefi t plan actuarial losses (99) (59) Tax on defi ned benefi t plan actuarial losses (20) 11 Share of other comprehensive income of equity-accounted investments – 2 (119) (46) Items that are or may be reclassifi ed subsequently to profi t or loss Currency translation adjustments – movement in the year 279 (545)

– 51 YOOX Net-A-Porter Group S.p.A. Offer Document

Consolidated statement of comprehensive income for the year ended 31 March 2017 2016 in EUR million – reclassifi cation to profi t or loss – (36) 279 (581) Other comprehensive income, net of tax 160 (627) Total comprehensive income 1,370 1,600 Total comprehensive income attributable to: Owners of the parent company 1,370 1,600 – continuing operations 1,370 1,111 – discontinued operations – 489 1,370 1,600 Earnings per A share / 10 B shares attributable to owners of the parent company during the year (expressed in EUR per share) From profi t for the year Basic 2.145 3.947 Diluted 2.141 3.935 From continuing operations Basic 2.145 2.992 Diluted 2.141 2.983

A. Sales

Sales for the year at both actual and constant exchange rates decreased by 4%. Excluding exceptional inventory buy-backs mostly related to the repurchase of slow-moving watches from multi-brand retail partners, sales at constant rates decreased by 2%. Sales of jewellery, leather goods and writing instruments grew whilst watch sales declined, in part due to the buy-back initiative.

At constant exchange rates, sales in the Americas grew by 2%, were in line in Asia Paciﬁ c and declined in the other regions. The retail channel enjoyed growth, thereby continuing to outperform the wholesale channel.

B. Gross proﬁ t

Gross profi t declined by 4% to EUR 6,799 million in value terms. Gross profi t for the year has been infl uenced by the inventory buy-back programme, which reduced sales by EUR 278 million. Overall charges to gross profi t associated with the buy-back programme and other capacity adjustments amounted to EUR 253 million. If these two effects were neutralised, the gross margin would have been 64.6%. The gross margin benefi ted from a favourable currency environment which added 30 basis points compared to the previous year.

C. Operating proﬁ t

Operating proﬁ t decreased by 14% with an operating margin of 16.6%. Excluding one-time net charges of respectively EUR 109 million for the year ended 31 March 2017 and EUR 97 million for the year ended 31 March 2016, operating proﬁ t for the year ended 31 March 2017 would have declined by 13%. The one-time net charges primarily comprise EUR 287 million in inventory buy-backs, distribution channels’ optimisation and capacity adjustment measures, which were partly offset by a EUR 178 million gain on the sale of investment properties.

52 – YOOX Net-A-Porter Group S.p.A. Offer Document

Including the above-mentioned charges but excluding the gain on the sale of the investment properties, growth in total operating expenses was contained to 3%. Higher depreciation charges and variable rentals as well as the re-opening of the Cartier New York and Ginza ﬂ agship stores led to a 3% growth in selling and distribution costs. These charges also partly reﬂ ect the net closing of 38 internal stores during the course of the year ended 31 March 2017 and net opening of 22 during the prior year. Both communication expenses and administration costs grew by 2%.

D. Proﬁ t for the year

Profi t for the year decreased by 46% to EUR 1,210 million. This reduction refl ects the non-recurrence of the EUR 639 million non-cash gain resulting from the merger of The NET-A-PORTER GROUP with YOOX S.p.A. in October 2015, the lower operating profi t and a reversal in net fi nance costs. Net fi nance costs amounted to EUR 160 million compared to a net fi nance income of EUR 2 million in the prior year, principally due to the effects of the Richemont Group’s currency hedging programme.

Earnings per share on a diluted basis decreased by 46% to EUR 2.141.

B.1.8.c. Equity statement (31 March 2017)

In order to provide a summary of the Richemont Group’s historical accounting information, the consolidated statements of changes in equity relating to the 2015, 2016, and 2017 ﬁ nancial years is reported below.

– 53 YOOX Net-A-Porter Group S.p.A. Offer Document

Consolidated statement of changes in equity for the year ended 31 March in EUR million Equity attributable to owners of the parent company Non- Total equity Controlling Share Treasury Share Cumulative Retained Total interests capital shares option translation earnings reserve adjustment reserve Balance at 1 April 2015 334 (364) 291 3,306 10,854 14,421 (1) 14,420 Comprehensive income Proﬁ t for the year – – – – 2,227 2,227 – 2,227 Other comprehensive income – – – (581) (46) (627) – (627) – – – (581) 2,181 1,600 –1,600 Transactions with owners of the parent company recognised directly in equity Net changes in treasury shares – (48) – – (46) (94) – (94) Employee share option plan – – 24 – – 24 – 24 Tax on share option plan – – (26) – – (26) – (26) Acquisition of non-controlling interest – – – – (24) (24) 1 (23) Dividends paid – – – – (854) (854) – (854) – (48) (2) – (924) (974) 1 (973) Balance at 31 March 2016 334 (412) 289 2,725 12,111 15,047 – 15,047 Comprehensive income Proﬁ t for the year – – – – 1,210 1,210 – 1,210 Other comprehensive income – – – 279 (119) 160 – 160 – – – 279 1,091 1,370 – 1,370 Transactions with owners of the parent company recognised directly in equity Net changes in treasury shares – (20) – – (28) (48) – (48) Employee share option plan – – 30 – – 30 – 30 Tax on share option plan – – 8 – – 8 – 8 Dividends paid – – – – (878) (878) – (878) – (20) 38 –(906) (888) – (888) Balance at 31 March 2017 334 (432) 327 3,004 12,296 15,529 – 15,529

B.1.8.d. Consolidated cash ﬂ ow statement (31 March 2017)

In order to provide a summary of the Richemont Group’s historical accounting information, the Richemont Group’s consolidated cash ﬂ ow statement relating to the 2016 and 2017 ﬁ nancial years is reported below.

54 – YOOX Net-A-Porter Group S.p.A. Offer Document

Consolidated statement of cash ﬂ ows for the year ended 31 March in EUR million 2017 2016

Cash fl ows from operating activities Cash fl ow generated from operations 1,896 2,419 Interest received 78 58 Interest paid (69) (68) Dividends from equity-accounted investments 2 1 Taxation paid (288) (446) Net cash generated from operating activities 1,619 1,964 Cash fl ows from investing activities Acquisition of subsidiary undertakings and other businesses, net of cash acquired (3) (131) Proceeds from disposal of subsidiary undertakings, net of cash 370 (5) Acquisition of equity-accounted investments (55) (11) Proceeds from disposal of equity-accounted investments – – Acquisition of property, plant and equipment (536) (630) Proceeds from disposal of property, plant and equipment 15 17 Acquisition of intangible assets (63) (80) Proceeds from disposal of intangible assets 14 1 Investment in money market and externally managed funds (4,183) (6,428) Proceeds from disposal of money market and externally managed funds 3,988 6,007 Acquisition of other non-current assets (36) (58) Proceeds from disposal of other non-current assets 14 31 Net cash used in investing activities (475) (1,287) Cash fl ows from fi nancing activities Proceeds from borrowings 101 105 Repayment of borrowings (131) (205) Dividends paid (878) (854) Payment for treasury shares (95) (144) Proceeds from sale of treasury shares 47 50 Acquisition of non-controlling interests in subsidiaries – (152) Capital element of fi nance lease payments (2) (1) Net cash used in fi nancing activities (958) (1,201) Net change in cash and cash equivalents 186 (524) Cash and cash equivalents at the beginning of the year 2,548 3,152 Exchange gains/(losses) on cash and cash equivalents 31 (80) Cash and cash equivalents at the end of the year 2,765 2,548

Cash fl ow generated from operations amounted to EUR 1,896 million, down from EUR 2,419 million in the prior year. The reduction refl ects a lower operating profi t and a EUR 268 million one-time contribution to a defi ned benefi t pension plan for UK-based employees for the purpose of entering into an annuity agreement with a third-party insurance company. The absorption of working capital of EUR 29 million compares favourably to the prior year (2016: EUR 171 million).

– 55 YOOX Net-A-Porter Group S.p.A. Offer Document

Net investment in tangible ﬁ xed assets amounted to EUR 521 million. This is predominantly a result of selective investments in the Maisons’ network of boutiques, primarily existing stores under renovation, together with investments in the Richemont Group’s central logistic and IT infrastructure.

The 2016 dividend of CHF 1.70 per share was paid in September 2016 and amounted to CHF 959 million or EUR 878 million (2015: EUR 854 million).

During the year ended 31 March 2017, the Richemont Group acquired some 1.8 million ‘A’ shares to hedge executive stock options. The cost of these purchases was partly offset by proceeds from the exercise of stock options by executives and other activities linked to the hedging programme, leading to a net cash outﬂ ow of EUR 48 million.

B.1.8.e. Net-cash position (31 March 2017)

In order to provide a summary of the Richemont Group’s historical accounting information relating to the 2016 and 2017 ﬁ nancial years, the Richemont Group’s net cash position relating to the 2016 and 2017 ﬁ nancial years is reported below.

Net Cash Position in EUR milllion 2017 2016 Financial assets held at fair value through proﬁ t or loss 3,481 3,247 Cash at bank and on hand 4,450 4,569 Non-current Borrowings (402) (379 ) Current Borrowings (53) (77) Bank Overdrafts (1,685) (2,021) Net Cash Position 5,791 5,339

At 31 March 2017, the Richemont Group’s net cash position amounted EUR 5,791 million (2016: EUR 5,339 million). It includes proceeds of EUR 370 million relating to the sale of investment properties in France.

The Richemont Group’s net cash position includes highly liquid, highly rated Money Market Funds, short-term bank deposits and short-duration bond funds, primarily denominated in Swiss francs, euros and US dollars. Bank loans to ﬁ nance local operating entities are denominated in their local currency.

56 – YOOX Net-A-Porter Group S.p.A. Offer Document

B.1.8.f. Condensed Consolidated balance sheet (30 September 2017)

In order to provide a summary of the Richemont Group’s historical accounting information, the Richemont Group’s condensed consolidated balance sheet relating to the interim period as at 30 September 2017 is reported below. in EUR million 30 September 2017 31 March 2017 Assets Non-current assets Property, plant and equipment 2,288 2,558 Goodwill 298 298 Other intangible assets 375 391 Investment property 42 12 Equity-accounted investments 1,338 1,307 Deferred income tax assets 637 724 Financial assets held at fair value through profi t or loss 549 7 Other non-current assets 408 430 5,935 5,727 Current assets Inventories 4,928 5,302 Trade and other receivables 1,208 996 Derivative fi nancial instruments 25 20 Prepayments 168 163 Financial assets held at fair value through profi t or loss 3,358 3,481 Assets held for sale 4 21 Cash at bank and on hand 3,639 4,450 13,330 14,433 Total assets 19,265 20,160 Equity and liabilities Equity attributable to owners of the parent company Share capital 334 334 Treasury shares (522) (432) Share option reserve 340 327 Cumulative translation adjustment reserve 2,146 3,004 Retained earnings 12,379 12,296 14,677 15,529 Non-controlling interests 1 – Total equity 14,678 15,529 Liabilities Non-current liabilities Borrowings 381 402 Deferred income tax liabilities 7 8 Employee benefi ts obligations 68 98 Provisions 67 91 Other long-term fi nancial liabilities 126 132 649 731 Current liabilities Trade and other payables 1,295 1,508 Current income tax liabilities 400 365 Borrowings 5 53 Derivative fi nancial instruments 59 67

– 57 YOOX Net-A-Porter Group S.p.A. Offer Document

in EUR million 30 September 2017 31 March 2017 Provisions 178 215 Liabilities of disposal groups held for sale – 7 Bank overdrafts 2,001 1,685 3,938 3,900 Total liabilities 4,587 4,631 Total equity and liabilities 19,265 20,160

At 30 September 2017, inventories of EUR 4,928 million were EUR 374 million lower than at 31 March 2017, representing 20 months of cost of sales.

B.1.8.g. Condensed consolidated statement of comprehensive income (30 September 2017)

In order to provide a summary of the Richemont Group’s historical accounting information, the Richemont Group’s condensed consolidated statement of comprehensive income relating to the interim period as at 30 September 2017 is reported below.

in EUR million Six months to Six months to 30 September 2017 30 September 2016 Sales 5,605 5,086 Cost of sales (1,940) (1,856) Gross profi t 3,665 3,230 Selling and distribution expenses (1,490) (1,452) Communication expenses (484) (485) Administrative expenses (502) (476) Other operating expense (23) (19) Operating profi t 1,166 798 Finance costs (53) (146) Finance income 125 37 Share of post-tax results of equity-accounted investments (16) (10) Profi t before taxation 1,222 679 Taxation (248) (139) Profi t for the period 974 540 Other comprehensive income: Items that will never be reclassifi ed to profi t or loss Defi ned benefi t plan actuarial gains/(losses) 27 (29) Tax on defi ned benefi t plan actuarial gains/(losses) (5) 5 22 (24) Items that are or may be reclassifi ed subsequently to profi t or loss Currency translation adjustments – movement in the period (858) 24 – reclassifi cation to profi t or loss – – Share of other comprehensive income of equity-accounted investments (5) (3) (863) 21 Other comprehensive loss, net of taxation (841) (3) Total comprehensive income 133 537 Profi t attributable to: Owners of the parent company 974 540

58 – YOOX Net-A-Porter Group S.p.A. Offer Document

in EUR million Six months to Six months to 30 September 2017 30 September 2016 Non-controlling interests – – 974 540 Total comprehensive income attributable to: Owners of the parent company (841) 537 Non-controlling interests – – (841) 537 Earnings per A share / 10 B shares attributable to owners of the parent company during the period (expressed in EUR per share) Basic 1.727 0.958 Diluted 1.721 0.955

A. Sales

In the six-month period, sales increased by 10% at actual exchange rates and by 12% at constant exchange rates. Excluding inventory buy-backs in the prior year period, sales increased by 8% at constant exchange rates. This performance refl ected growth in all major product categories, particularly jewellery. All regions posted higher sales, led by a strong performance in Asia Pacifi c, benefi ting from double-digit progression in mainland China and Hong Kong, amongst others. Both retail and wholesale channels delivered higher sales, with the latter primarily refl ecting the non-recurrence of the above mentioned buy-backs.

B. Gross proﬁ t

Gross proﬁ t increased by 13%, representing 65.4% of sales. The 190 basis point margin increase versus the prior year period is largely explained by the non-recurrence of the inventory buy-backs and improved manufacturing capacity absorption.

C. Operating proﬁ t

Operating proﬁ t rose by 46% to EUR 1,166 million in the six-month period mainly due to improved sales and gross margin. Operating margin strengthened to 21%.

The 3% increase in total operating expenses factors in a 3% growth in selling and distribution costs linked, in particular, to higher variable rental costs, notably in mainland China. Communication expenses were broadly in line with the prior year period, while administration costs grew by 5%, the latter mainly reﬂ ecting investments in ERP and digital initiatives.

Excluding the EUR 249 million one-time items in the prior year period, operating proﬁ t for the half year increased by 11%.

D. Proﬁ t for the period

Profi t for the period increased by 80% to EUR 974 million. This mainly refl ects a higher operating profi t and a EUR 181 million reversal in net fi nance income. Favourable movements in period-end

– 59 YOOX Net-A-Porter Group S.p.A. Offer Document

exchange rates on the Richemont Group’s mark-to-market cash position led to an income of EUR 72 million, compared to a net cost of EUR 109 million in the prior year period.

Earnings per share (1 A share/10 B shares) increased by 80% to EUR 1.721 on a diluted basis.

B.1.8.h. Equity statement (30 September 2017)

In order to provide a summary of the Richemont Group’s historical accounting information, the Richemont Group’s condensed consolidated statement of changes in equity relating to the interim period as at 30 September 2017 is reported below.

EUR million Equity attributable to owners of the parent company Non- Total controlling equity Share Treasury Share Cumulative Retained Total interests capital shares option translation earnings reserve adjustment reserve Balance at 1 April 2016 334 (412) 289 2,725 12,111 15,047 – 15,047 Comprehensive income Proﬁ t for the period – – – – 540 540 – 540 Other comprehensive loss – – – 24 (27) (3) – (3) – – – 24 513 537 – 537 Transactions with owners of the parent company recognised directly in equity Net changes in treasury shares – (46) – – (21) (67) – (67) Employee share option plan – – 10 – – 10 – 10 Tax on share option plan – – (4) – – (4) – (4) Dividends paid – – – – (878) (878) – (878) – (46)6 – (899)(939) – (939) Balance at 30 September 2016 334 (458) 295 2,749 11,725 14,645 – 14,645 Balance at 1 April 2017 334 (432) 327 3,004 12,296 15,529 – 15,529 Comprehensive income Proﬁ t for the period – – – – 974 974 – 974 Other comprehensive loss – – – (858) 17 (841) – (841) – – – (858) 991 133 – 133 Transactions with owners of the parent company recognised directly in equity Net changes in treasury shares – (90) – – 10 (80) – (80) Employee share option plan – – 13 – – 13 – 13 Tax on share option plan – – – – – – – – Increase in non-controlling interests – – – – – – 1 1 Dividends paid – – – – (918) (918) – (918) – (90) 13 – (908) (985) 1 (984) Balance at 30 September 2017 334 (522) 340 2,146 12,379 14,677 1 14,678

60 – YOOX Net-A-Porter Group S.p.A. Offer Document

B.1.8. i Consolidated cash ﬂ ow statement (30 September 2017)

In order to provide a summary of the Richemont Group’s historical accounting information, the Richemont Group’s condensed consolidated cash ﬂ ow statement relating to the interim period as at 30 September 2017 is reported below.

EUR million Six months to Six monthsto 30 September 2017 30 September 2016 Cash fl ows from operating activities Cash fl ow generated from operations 1,108 666 Interest received 36 39 Interest paid (27) (36) Dividends received from equity-accounted investments 2 1 Taxation paid (159) (214) Net cash generated from operating activities 960 456 Cash fl ows from investing activities Acquisition of subsidiary undertakings and other businesses, net of cash acquired (45) (2) Disposal of subsidiary undertakings, net of cash disposed of (14) – Acquisition of equity-accounted investments (63) (24) Proceeds from disposal of, and capital distributions from, equity-accounted investments 17 – Acquisition of property, plant and equipment (139) (220) Proceeds from disposal of property, plant and equipment 3 10 Acquisition of intangible assets (22) (31) Proceeds from disposal of intangible assets 1 13 Acquisition of investment property (31) – Investment in current fi nancial assets held at fair value through profi t and loss (2,669) (2,742) Proceeds from disposal of current fi nancial assets held at fair value through profi t and loss 2,682 2,575 Acquisition of other non-current assets (601) (18) Proceeds from disposal of other non-current assets 3 8 Net cash used in investing activities (878) (431) Cash fl ows from fi nancing activities Proceeds from borrowings 51 89 Repayment of borrowings (79) (83) Dividends paid (918) (878) Payment for treasury shares (141) (95) Proceeds from sale of treasury shares 69 28 Capital element of fi nance lease payments (1) (1) Net cash used in fi nancing activities (1,019) (940) Net change in cash and cash equivalents (937) (915) Cash and cash equivalents at the beginning of the period 2,765 2,548 Exchange losses on cash and cash equivalents (190) (21) Cash and cash equivalents at the end of the period 1,638 1,612

Cash fl ow generated from operations amounted to EUR 1,108 million, up EUR 442 million. The year- on-year improvement refl ected the above-mentioned operating profi t increase and a lower absorption of cash for working capital. The latter, at EUR 360 million, was below last year (2016: EUR 417 million) as a consequence of decreased inventories.

Net investment in tangible ﬁ xed assets during the period amounted to EUR 136 million, predominantly reﬂ ecting selective investments in the Maisons’ network of boutiques and in the Richemont Group logistics centre at Villars-sur-Glâne in Switzerland.

– 61 YOOX Net-A-Porter Group S.p.A. Offer Document

The acquisition of other non-current assets primarily relates to the acquisition of a stake in Dufry, an entity listed on the SIX Swiss exchange.

The 2017 dividend of CHF 1.80 per share (1 A share/10 B shares) was paid to shareholders and to South African Depository Receipt holders, net of withholding tax, in September. The 35% withholding tax on all dividends was remitted to the Swiss tax authorities in September. The overall dividend cash outﬂ ow in the period amounted to EUR 918 million.

The Richemont Group acquired 1.9 million ‘A’ shares during the six-month period to hedge executive stock options. The cost of these purchases was partly offset by proceeds from the exercise of stock options by executives and other activities related to the hedging programme, leading to a net outﬂ ow of EUR 72 million.

B.1.8.l. Net-cash position (30 September 2017)

In order to provide a summary of the Richemont Group’s historical accounting information, the Richemont Group’s net-cash position relating to the interim period as at 30 September 2017 is reported below. in EUR million 30 September 2017 Financial assets held at fair value through proﬁ t or loss 3,358 Cash at bank and on hand 3,639 Non-current Borrowings (381) Current Borrowings (5) Bank Overdrafts (2,001) Net Cash Position 4,610

At 30 September 2017, the Richemont Group’s net cash position amounted to EUR 4,610 million. The position is EUR 1,181 million lower than on 31 March 2017, including a cash outﬂ ow relating to the annual dividend payment and the Dufry investment. The Richemont Group’s net cash position includes highly liquid, highly rated money market funds, short-term bank deposits and medium-duration bond funds, primarily denominated in Swiss francs, euros and US dollars. Bank loans to ﬁ nance local operating entities are denominated in their local currencies.

B.1.9 Recent trend

During the period between the 30 September 2017 and the Offer Document Date, no events occurred which are signiﬁ cant for the economic, asset and liability and ﬁ nancial situation of Richemont.

B.2 THE ISSUER

The information in this section is drawn exclusively from the data made public by the Issuer and from other publicly available information.

The documents relating to the Issuer are published on the website www.ynap.com and on the website of Borsa Italiana www.borsaitaliana.it.

62 – YOOX Net-A-Porter Group S.p.A. Offer Document

B.2.1 Company name, legal form and registered ofﬁ ce

The Issuer’s company name is “YOOX Net-A-Porter Group S.p.A.” or, in its abbreviated form, “YNAP S.p.A.”. The Issuer is incorporated as a public limited company.

YNAP is listed on the Milan Stock Exchange as YNAP. The Issuer’s ordinary shares are admitted to trading on the MTA managed and organised by Borsa Italiana S.p.A., and are issued in dematerialized form.

The Issuer’s registered ofﬁ ce is in Milan, via Morimondo 17 (certiﬁ ed e-mail address: ynap.corporate@ legalmail.it), REA (Economic and Administrative Index) no. MI - 1656860, tax code, VAT number, and registration number in the Companies Register of Milan 02050461207.

B.2.2 Incorporation and term

YNAP was incorporated on 4 February 2000. Its term is ﬁ xed until 31 December 2050 and may be extended by resolution of the Extraordinary Shareholders’ Meeting.

B.2.3 Applicable law and jurisdiction

The Issuer is a public limited company under Italian law and operating in accordance with Italian law.

The court with general jurisdiction in the case of disputes is the court of the registered ofﬁ ce of the Issuer, located in Milan.

B.2.4 Share Capital

At the Offer Document Date, the Issuer’s share capital fully subscribed and paid-in is equal to EUR 1,348,491.88, divided into no. 92,036,053 ordinary shares, admitted to trading on the MTA, and no. 42,813,145 class ‘B’ shares, not admitted to trading on the MTA, all without indication of the par value.

At the Offer Document Date, on the basis of the publicly available information, the Issuer holds no. 17,339 treasury shares, equal to 0.019% of the ordinary share capital.

At the Offer Document Date, there are no shareholders exercising control over the Issuer pursuant to Article 93, of the TUF.

B.2.5 Main shareholders

According to the ofﬁ cial communications pursuant to Article 120, Paragraph 2, of the TUF and to Part III, Title III, Chapter I, Section I, of the Issuers’ Regulation, and on the basis of the data made public by the Issuer at the Offer Document Date, the following table indicates the subjects which hold, directly or indirectly, shares representing more than 3% of the Issuer’s ordinary share capital.

– 63 YOOX Net-A-Porter Group S.p.A. Offer Document

Declarant Ordinary shares % on ordinary share Ordinary shares + % on total share capital class ‘b’ shares capital Federico Marchetti 5,164,667 5.6 5,164,667 3.8 Compagnie Rupert ( through Richemont) 22,786,452 24.8 65,599,597 48.6 Renzo Rosso 5,186,321 5.6 5,186,321 3.9 Mohamed Ali Rashed Alabbar 3,571,428 3.9 3,571,428 2.6 Schroders Plc 3,508,554 3.8 3,508,554 2.6 T. Rowe Price Associates, Inc. 3,504,210 3.8 3,504,210 2.6 Capital Research and Management Company 2,810,960 3.1 2,810,960 2.1

B.2.6 Board of directors

Pursuant to Article 14 of the company’s articles of association, the Issuer is managed by a board of directors co nsisting of a minimum of ﬁ ve and a maximum of ﬁ fteen members, in compliance with the provisions on gender balance as set out in Article 147-ter, Paragraph 1-ter, of the TUF, as introduced by Law no. 120 of 12 July 2011.

Directors remain in ofﬁ ce for a period of no more than three years, which expires on the date of the sareholders’ meeting called to approve the ﬁ nancial statements for the last year of their tenure. They may be re-appointed.

The board of directors of the Issuer at the Offer Document Date consists of eleven members appointed on 30 April 2015, whose term of ofﬁ ce will expire on the date of the shareholders’ meeting called to approve the ﬁ nancial statements at 31 December 2017.

The composition of the Issuer’s Board of Directors is the following:

Name and surname Ofﬁ ce Place and date of birth Federico Marchetti CEO Ravenna – 21 February 1969 Raffaello Napoleone Independent chairman Rome – 30 October 1954 Stefano Valerio Vice -Chairman Maglie - 29 March 1970 Catherine Gérardin-Vautrin Independent, non-executive director Versailles – 18 November 1959 Robert Kunze-Concewitz Independent, non-executive director Istanbul – 7 April 1967 Laura Zoni Independent, non executive-director Piacenza – 31 March 1965 Alessandro Robin Foti Independent, non-executive director London – 26 March 1963 Richard Philippe Lepeu Non-executive director Paris – 1 April 1952 Eva Chen Independent, non-executive director New Jersey – 24 September 1979 Vittorio Radice Independent, non-executive director Como – 2 April 1957 Cedric Charles Marcel Bossert Non-executive director Lausanne – 31 July 1959

At the Offer Document Date, no Executive Committee has been appointed.

B.2.7 Board of statutory auditors

Pursuant to Article 26 of the company’s articles of association, the Issuer’s board of statutory auditors is made up of three standing and two alternate members, respecting the balance between genders pursuant to Article 148, Paragraph 1-bis, of the TUF, as introduced by Law no. 120 of 12 July 2011.

64 – YOOX Net-A-Porter Group S.p.A. Offer Document

The board of statutory auditors at the Offer Document Date was appointed on 30 April 2015 and will remain in ofﬁ ce until the Shareholder’s Meeting called to approve the ﬁ nancial statements at 31 December 2017.

The current members of the Issuer’s board of statutory auditors are the following:

Name and surname ofﬁ ce Place and date of birth Marco Fumagalli Chairman Bergamo – 22 September 1961 Patrizia Arienti Stading member Milan – 7 June 1960 Giovanni Naccarato Standing member Rome – 2 April 1972 Nicoletta Maria Colombo Alternate member Rho – 23 September 1964 Andrea Bonechi Alternate member Pistoia – 6 February 1968

Auditing ﬁ rm

Pursuant to Articles 13 and 17, Paragraph 1, of the Legislative Decree no. 39/2010, the Issuer’s shareholders’ meeting of 8 September 2009 conferred the mandate for the legal auditing of the accounts until the approval of the ﬁ nancial statements at 31 December 2017 on KPMG S.p.A.

B.2.8 The Issuer’s Business

YNAP operates in the luxury fashion e-commerce sector.

YNAP is the result of the merger, of October 2015, between the YOOX Group and the Net-A-Porter Group which, since its birth in 2000, has been a pioneer in revolutionizing the fashion and luxury sectors through the digital channel. The YNAP Group has its roots in Italy and Great Britain although it operates globally.

YNAP’s business model is unique, through its multi-brand in-season online stores, Net-A-Porter and Mr Porter, and its multi-brand off-season online stores, YOOX and The Outnet, but also through numerous online ﬂ asgship stores “Powered by YNAP”. Moreover, since 2012, YNAP has partnered with Kering in a joint venture to manage the online ﬂ agship stores of several of the French Group’s luxury brands.

In 2016, YNAP created the joint venture Symphony, an entity controlled by Mohamed Alabbar’s family, operating in the luxury e-commerce in the Middle East.

YNAP is uniquely positioned in the high growth online luxury sector with over than 3 million active clients, over 840 million visits worldwide and consolidated net revenues of Euro 2.1 billion in 2017. The YNAP Group has techo-logistic centres in the United States, Europe, the Middle East, Japan, China, and Hong Kong and it delivers to over 180 countries worldwide.

YNAP is listed on the Milan Stock Exchange as YNAP.

– 65 YOOX Net-A-Porter Group S.p.A. Offer Document

B.2.9 Main information resulting from the Issuer’s ﬁ nancial results

On 6 March 2018, the Issuer’s Board of Directors approved the Issuer’s 2017 separate ﬁ nancial statements, as well as the consolidated ﬁ nancial statements as at 31 December 2017. In that regard, the Issuer has issued a press release, hereafter fully quoted except for the sections that are deemed not to be relevant for the purposes of this Offer Document, which shall be signalled with “[OMISSIS]”.

“YOOX NET-A-PORTER GROUP

2017 Full Year Results

STRONG INCREASE IN REVENUES DRIVES EBITDA GROWTH IN 2017 • Full-year net revenues of Euro 2.1 billion, up 16.9% on an organic(8) basis (+11.8% reported) compared with Euro 1.9 billion in 2016 – Positive organic growth across all three business lines: Multi-brand In-Season net revenues up 18.3%; Multi-brand Off-Season net revenues up 14.9%, Gross Merchandise Value of Online Flagship Stores (GMV(9)) up 20.8% – Balanced organic growth in all key regions – Full-year adjusted EBITDA(10) of Euro 169.2 million, compared with Euro 155.7 million in 2016. EBITDA at Euro 156.5 million, compared with Euro 143.4 million in 2016 • Full-year adjusted net income(11) of Euro 51.2 million, compared with Euro 69.3 million in 2016. After Euro 24.5 million of non-cash amortisation related to the Purchase Price Allocation (“PPA”)(12), and 9.9 million of non-cash costs relating to incentive plans, both net of their related tax effects, net income was Euro 17.3 million in 2017. This compares with net income of 33.9 million in 2016, and is mainly the result of a signifi cant increase in net fi nancial expenses due to realized and unrealized exchange rate losses • Positive net fi nancial position at Euro 83.7 million compared with Euro 104.7 million at 31 December 2016 • Key Performance Indicators: – 842.2 million visits, compared with 715.5 million in 2016 – 9.5 million orders, compared with 8.4 million in 2016 – Euro 328 AOV (Average Order Value), compared with Euro 334 in 2016, refl ecting unfavourable exchange rate movements – 3.1 million active customers, compared with 2.9 million in 2016

(8) Organic net revenue growth is calculated at constant exchange rates and at a comparable perimeter by including net revenues of all online stores active at the end of each period, which were also active at the beginning of the same period of the previous year. Reported growth is calculated at current exchange rates and at actual perimeter. (9) Retail value of sales of all the Online Flagship Stores, including the sales to fi nal customers from the JV online stores and NEXT ERA partnership, net of returns and customer discounts. Set-up, design and maintenance fees for the Online Flagship Stores, accounted for within “Rest of the World and Not country related”, are excluded. (10) Does not include the non-cash costs relating to existing share-based incentive plans. (11) Excludes both the non-cash costs relating to existing share-based incentive plans, and the non-cash amortisation related to the Purchase Price Allocation arising from the merger of YOOX GROUP and NET-A-PORTER GROUP, both net of their related tax effects. (12) The Purchase Price Allocation process relates to the allocation of the identifi able part of the goodwill arising from the merger of YOOX GROUP and NET-A-PORTER GROUP to intangibles assets. Note: For clarity of information, it should be noted that the percentage changes reported in this press release have been calculated using exact fi gures. It should also be noted that any differences found in some tables are due to rounding of values expressed in millions of Euro.

66 – YOOX Net-A-Porter Group S.p.A. Offer Document

[OMISSIS]

YOOX NET-A-PORTER GROUP’S FINANCIALS FOR THE YEAR ENDED 31 DECEMBER 2017 AND THE RELATED COMPARATIVE PERIOD

Consolidated Net Revenues

In full year 2017, YOOX NET-A-PORTER GROUP recorded consolidated net revenues, net of returns and customer discounts, of Euro 2.1 billion, up 16.9% on an organic basis (+11.8% reported) from net revenues of Euro 1.9 billion in 2016. In the fourth quarter of 2017, net revenues totalled Euro 575.1 million, up 13.2% on an organic basis (+6.9% reported) from net revenues of Euro 538.2 million in the same period of the previous year.

Consolidated Net Revenues by Business Line

€ million 2017 % 2016 % CHANGE %

REPORTED CONSTANT ORGANIC1 Multi-brand In-Season 1,083.9 51.8% 968.6 51.8% +11.9% +15.8% +18.3% Multi-brand Off-Season 789.6 37.8% 696.8 37.2% +13.3% +14.9% +14.9% Online Flagship Stores 217.5 10.4% 205.3 11.0% +5.9% +8.5% +20.8%(*) Total YOOX NET-A-PORTER GROUP 2,091.0 100.0% 1,870.7 100.0% +11.8% +14.6% +16.9%

(*) Relates to Gross Merchandise Value (GMV2) growth at constant exchange rates and at a comparable perimeter

€ million 4Q 2017 % 4Q 2016 % CHANGE %

REPORTED CONSTANT ORGANIC1 Multi-brand In-Season 295.1 51.3% 263.4 48.9% +12.0% +16.8% Multi-brand Off-Season 204.4 35.5% 200.6 37.3% +1.9% +6.6% Online Flagship Stores 75.7 13.2% 74.3 13.8% +1.9% +5.9% +22.1%(*) Total YOOX NET-A-PORTER- GROUP 575.1 100.0% 538.2 100.0% +6.9% +11.5% +13.2%

(*) Relates to Gross Merchandise Value (GMV2) growth at constant exchange rates and at a comparable perimeter

Multi-brand In-Season

In full year 2017, the Multi-brand In-Season business line, which includes NET-A-PORTER and MR PORTER, recorded consolidated net revenues of Euro 1.1 billion, up 18.3% on an organic(13) basis. Including the performance of THECORNER and SHOESCRIBE - which were discontinued on 31 August 2016 - the In-Season business line grew 15.8% at constant exchange rates in 2017 (+11.9% reported) from net revenues of Euro 968.6 million in 2016.

(13) Organic net revenue growth for the In-Season business line is calculated at constant exchange rates and by excluding THE CORNER and SHOESCRIBE (discontinued on 31 August 2016) from 2016. Reported growth is calculated at current exchange rates and at actual perimeter.

– 67 YOOX Net-A-Porter Group S.p.A. Offer Document

In the fourth quarter of 2017, Multi-brand In-Season net revenues totalled Euro 295.1 million, up 16.8% at constant exchange rates (+12.0% reported) from net revenues of Euro 263.4 million in the same period of the previous year.

In 2017, NET-A-PORTER and MR PORTER signiﬁ cantly enriched their unique portfolio of the world’s most coveted and prestigious luxury houses with new key fashion and hard luxury brands and exclusive capsule collections. Noteworthy additions include Alaïa, which chose NET-A-PORTER as its exclusive online retail partner for its ready-to-wear, as well as the exclusive MR PORTER X GUCCI, Chloé and Stella McCartney capsule collections. The Fine Jewellery and Watches category welcomed the launch of key iconic brands, including Cartier, Boucheron, Buccellati, Chopard, Jaeger-LeCoultre, Ofﬁ cine Panerai and TAG Heuer.

The last quarter also saw the debut of the MR PORTER own label, Mr P., which is showing strong customer traction and sales results. Mr P. has been one of the most successful brand launches on MR PORTER since its inception.

In the fourth quarter of the year, the innovative personal shopping service “You try, we wait”, dedicated to NET-A-PORTER and MR PORTER’s high-value customer base, was rolled out to New York and Hong Kong, capitalising on the successful launch in London earlier in the year.

Overall, as at 31 December 2017, the Multi-brand In-Season business line accounted for 51.8% of the Group’s consolidated net revenues.

Multi-brand Off-Season

In 2017, the Multi-brand Off-Season business line, which includes YOOX and THE OUTNET, registered consolidated net revenues of Euro 789.6 million, up 14.9% at constant exchange rates (+13.3% reported) from net revenues of Euro 696.8 million in 2016. Fourth-quarter Multi-brand Off-Season consolidated net revenues were Euro 204.4 million, up 6.6% at constant exchange rates (+1.9% reported) from net revenues of Euro 200.6 million in the same period of the previous year. This result was driven by a strong performance achieved by YOOX, partially offset by the one-off effect due to a temporary lower product availability on THE OUTNET upon migration.

During the year, both YOOX and THE OUTNET made signiﬁ cant progress in the enrichment of their portfolios. Versace and Sergio Rossi debuted on YOOX, while Altuzarra and Tabitha Simmons were the headline additions to THE OUTNET. Iris & Ink, THE OUTNET own label, also signiﬁ cantly strengthened its assortment with the introduction of activewear and beachwear collections.

In 2017, YOOX launched several marketing campaigns aimed at further driving customer awareness and engagement in key markets like Italy, Hong Kong and Japan. The campaigns encompassed an omni-channel media mix with traditional digital and social channels as well as out-of-home advertising, radio, cinema and TV. The campaigns were highly successful and signiﬁ cantly increased visits to YOOX, which outperformed the rest of the Group in terms of growth in visit trafﬁ c.

YOOX’s performance also beneﬁ ted from the strong start of trading of the Group’s joint venture with Alabbar in the Middle East, the ﬁ rst-ever joint venture established with a local partner in the region in the luxury e-commerce sector.

68 – YOOX Net-A-Porter Group S.p.A. Offer Document

After the launch in the fourth quarter, ahead of the original localisation schedule, YOOX now offers customer care in Arabic and a signifi cantly enhanced returns process, representing the JV’s fi rst steps towards full localisation. The JV also leverages a new local offi ce and local distribution centre in Dubai, interconnected with YOOX NET-A-PORTER GROUP’s global techno-logistics platform.

Overall, as at 31 December 2017, the Multi-brand Off-Season business line accounted for 37.8% of the Group’s consolidated net revenues.

Online Flagship Stores

The Online Flagship Stores business line includes the design, set-up and management of the Online Flagship Stores of some of the leading global luxury fashion brands, including armani.com and chloe. com.

In 2017, this business line recorded gross merchandise value (“GMV”(14)) growth of 20.8% on an organic(15) basis. Taking into account the negative net perimeter effect resulting from discontinuations, the Online Flagship Stores business line achieved consolidated net revenues of Euro 217.5 million, up 8.5% at constant exchange rates (+5.9% reported) from net revenues of Euro 205.3 million in 2016.

In the fourth quarter of 2017, the Online Flagship Stores achieved gross merchandise value (“GMV”) growth of 22.1% on an organic basis and consolidated net revenues of Euro 75.7 million, up 5.9% at constant exchange rates (+1.9% reported). This result was achieved despite the strong comparison base (Online Flagship Stores GMV growth accelerated to 34.6% in the fourth quarter of 2016, from 25.7% in the third quarter) thanks to the strong performance of the joint venture with Kering and of the rest of the mono-brand portfolio.

During the year YNAP partnered with Valentino for the development of a new omni-channel business model, NEXT ERA.

NEXT ERA will provide Brands with a “single view of the inventory” and a “single view of the customer”. Speciﬁ cally, Brands will be able to offer enhanced delivery services and an unprecedented online product assortment leveraging Brands’ multiple inventory pools either located in YNAP’s distribution network or in their own boutiques and logistics centres. NEXT ERA will also allow Brands to gain a more comprehensive proﬁ le of their customers, irrespective of whether interactions take place online or in-store, thus enabling Brands to develop integrated CRM strategies across all channels and constantly improve the customer experience.

In July 2017, YNAP rolled out the ﬁ rst step of NEXT ERA, initially in the Unites States, and this will subsequently allow Valentino to achieve the uniﬁ ed view of its inventory.

(14) Retail value of sales of all the Online Flagship Stores, including the sales to ﬁ nal customers from the JV online stores and NEXT ERA partnership, net of returns and customer discounts. Set-up, design and maintenance fees for the Online Flagship Stores, accounted for within “Rest of the World and Not country related”, are excluded. (15) Gross merchandise value organic growth is calculated at constant exchange rates and at a comparable perimeter by including gross merchandise value of all Online Flagship Stores active at the end of each period, which were also active at the beginning of the same period of the previous year. Reported growth is calculated at current exchange rates and at actual perimeter.

– 69 YOOX Net-A-Porter Group S.p.A. Offer Document

In addition, in July a multi-year global agreement was signed with Ferrari S.p.A. for the set-up and management of the new Ferrari Online Flagship Store, which already has a well-established customer base and a sizeable e-commerce business. The launch is planned during 2018.

In June, the new Online Flagship Store of Isabel Marant was launched in Europe, the United States and in the Asia-Paciﬁ c region, including China.

The existing partnerships with Armani and Chloé were also extended during the year: speciﬁ cally, the A|X Armani Exchange brand, previously active in North America, was extended to Europe, while the See By Chloé line was added to chloe.com.

Finally, the Group implemented many omni-channel functionalities for several brand partners.

Overall, as at 31 December 2017, the Online Flagship Stores business line accounted for 10.4% of the Group’s consolidated net revenues.

Consolidated Net Revenues by Geography

€ million 2017 % 2016 % CHANGE %

REPORTED CONSTANT Italy 142.6 6.8% 124.8 6.7% +14.2% +14.3% UK 286.8 13.7% 269.9 14.4% +6.2% +13.7% Europe (excl. Italy and the UK) 548.6 26.2% 488.1 26.1% +12.4% +12.0% North America 632.2 30.3% 573.9 30.7% +10.2% +12.8% APAC 355.8 17.0% 302.3 16.2% +17.7% +22.2% Rest of the World + Not country related 125.1 6.0% 111.7 6.0% +12.0% +18.2% Total YOOX NET-A-PORTER GROUP 2,091.0 100.0% 1,870.7 100.0% +11.8% +14.6%

€ million 4Q 2017 % 4Q 2016 % CHANGE %

REPORTED CONSTANT Italy 44.0 7.7% 37.4 7.0% +17.7% +17.7% UK 84.5 14.7% 78.2 14.5% +8.0% +10.3% Europe (excl. Italy and the UK) 147.0 25.5% 134.4 25.0% +9.4% +11.2% North America 171.1 29.8% 172.9 32.1% -1.0% +7.6% APAC 95.1 16.5% 88.1 16.4% +8.0% +14.2% Rest of the World + Not country related 33.3 5.8% 27.2 5.0% +22.5% +23.5% Total YOOX NET-A-PORTER GROUP 575.1 100.0% 538.2 100.0% +6.9% +11.5%

YOOX NET-A-PORTER GROUP recorded positive growth across all of its key markets in 2017. This result was achieved despite the one-off effect due to temporary lower product availability on THE OUTNET upon migration, which impacted all regions, and particularly the UK and North America.

UK ended 2017 with net revenues of Euro 286.8 million, up 13.7% at constant exchange rates (+6.2% reported, due to the devaluation of the Euro / Sterling exchange rate) from Euro 269.9 million in 2016. In the fourth quarter, UK net revenues totalled Euro 84.5 million, up 10.3% at constant exchange rates (+8.0% reported).

70 – YOOX Net-A-Porter Group S.p.A. Offer Document

North America, the Group’s no. 1 market, posted full-year net revenues of Euro 632.2 million, up 12.8% on a constant currency basis (+10.2% reported, reﬂ ecting the devaluation of the Euro / US Dollar). In the fourth-quarter North America’s net revenues totalled Euro 171.1 million, up 7.6% on a constant currency basis (-1.0% reported) from Euro 172.9 million over the same period of 2016.

Italy posted full-year net revenues of Euro 142.6 million, up 14.3% at constant exchange rates (+14.2% reported) from Euro 124.8 million in 2016. In the fourth quarter, net revenues were up 17.7% at constant and current exchange rates to Euro 44.0 million. This growth was mainly driven by YOOX, which beneﬁ ted from branding and marketing campaigns launched ahead of the holiday season.

For the year, total net revenues in Europe (excluding Italy and the UK) were Euro 548.6 million, up 12.0% at constant exchange rates (+12.4% reported). In the fourth quarter, net revenues totalled Euro 147.0 million, up 11.2% at constant exchange rates (+9.4% reported).

Full-year net revenues in Asia Pacifi c totalled Euro 355.8 million, up 22.2% at constant exchange rate (+17.7% reported). In the fourth-quarter net revenues were Euro 95.1 million, up 14.2% at constant exchange rates (+8.0% reported): this result was driven by YOOX’s strong performance in Hong Kong, which benefi ted from the successful branding campaign, launched in October 2017 in the region, which drove signifi cant increases in customer acquisition and engagement with YOOX.

Finally, Rest of the World and Not country related recorded net revenues of Euro 125.1 million, up 18.2% at constant exchange rates (+12.0% reported) in 2017. This result beneﬁ ted from a 23.5% net revenue growth in the fourth quarter (+22.5% reported), underpinned by excellent results posted by YOOX following the start of trading of the JV with Alabbar.

Proﬁ tability by Business Line

€ million MULTI-BRAND MULTIMARCA ONLINE FLAGSHIP IN-SEASON OFF-SEASON STORES

2017 2016 2017 2016 2017 2016 Gross proﬁ t(16) 449.7 401.3 285.7 262.4 70.6 68.7 % of business line net revenues 41.5% 41.4% 36.2% 37.7% 32.4% 33.5% % change 12.1% 8.9% 2.7%

Gross proﬁ t in the Multi-brand In-Season business line came in at Euro 449.7 million in 2017, up 12.1% from Euro 401.3 million in the previous year, with a margin of 41.5% compared with 41.4% in 2016.

Gross proﬁ t in the Multi-brand Off-Season business line was Euro 285.7 million in 2017, up 8.9% from Euro 262.4 million in the previous year, with margin at 36.2% compared with 37.7% in 2016. This result mainly reﬂ ects currency headwinds, mostly deriving from the devaluation of the US Dollar and British Sterling, and a higher incidence of net shipping costs.

(16) Gross proﬁ t is deﬁ ned as net revenues less cost of goods sold (“COGS”), which includes shipping costs.

– 71 YOOX Net-A-Porter Group S.p.A. Offer Document

Gross profi t in the Online Flagship Stores business line totalled Euro 70.6 million in 2017, up 2.7% from Euro 68.7 million in the previous year, with a margin of 32.4% compared with 33.5% in 2016. This mainly refl ects different revenue shares triggered by pre-defi ned volume thresholds as envisaged in some of the existing contracts, as well as lower contribution from Not Country Related revenues.

EBITDA

In 2017, adjusted EBITDA came in at Euro 169.2 million, up 8.7% from Euro 155.7 million in 2016, with an adjusted EBITDA margin at 8.1% compared with 8.3% in 2016. This result is attributable to a decrease in gross margin, which was only partially offset by the operating leverage on general expenses. Speciﬁ cally, the gross margin performance was mainly attributable to the adverse exchange rate movements against the Euro, coupled with a higher incidence of net shipping costs and a lower contribution from Not Country Related revenues.

After Euro 12.8 million of non-cash costs relating to share-based incentive plans, EBITDA amounted to Euro 156.5 million compared with Euro 143.4 million in 2016, with a margin at 7.5%.

Net Income

In 2017, adjusted net income amounted to Euro 51.2 million compared with Euro 69.3 million in the previous year, with a margin at 2.4%. This performance is mainly attributable to a signiﬁ cant increase in net ﬁ nancial expenses mainly due to realised and unrealised exchange rate losses, coupled with a greater incidence of ordinary depreciation and amortisation attributable to higher capital expenditures.

After Euro 24.5 million of non-cash amortisation related to the Purchase Price Allocation (“PPA”)(17) arising from the merger and Euro 9.9 million of non-cash costs relating to share-based incentive plans, both net of their related tax effects, net income stood at Euro 17.3 million in 2017, compared with Euro 33.9 million in 2016.

Net Working Capital

In 2017, ordinary net working capital decreased to Euro 66.2 million compared with Euro 119.5 million at 31 December 2016 thanks to an efﬁ cient management of trade payables.

Investments

In 2017, the Group continued to enhance its existing technology and operational capabilities while investing in the convergence to one shared global techno-logistics platform: capital expenditure amounted to Euro 169.3 million, compared with Euro 136.9 million in the previous year, primarily devoted to technology.

(17) The Purchase Price Allocation process relates to the allocation of the identiﬁ able part of the goodwill arising from the merger of YOOX GROUP and NET-A-PORTER GROUP to intangibles assets.

72 – YOOX Net-A-Porter Group S.p.A. Offer Document

In particular, in 2017 YOOX NET-A-PORTER GROUP delivered three important integration milestones: the convergence towards a common Enterprise Resource Planning software (“ERP”), the launch of the ﬁ rst Online Flagship Store on the new front-end platform, and the migration of THE OUTNET to a shared omni-stock platform for the Off-Season business line.

The Group continued to strengthen its mobile offering in line with its mobile-centric strategy, with a strong focus on native apps, which are seen as the strongest tool for conversion, customer engagement and retention. Notable developments for NET-A-PORTER and MR PORTER native apps were the possibility for customers to share their favourite products with friends and personal shoppers via iMessage and the introduction of image and video push notiﬁ cations. YOOX launched a revamped version of its native app and has introduced the option to receive order notiﬁ cations on WhatsApp in select European markets.

As a consequence, in 2017, for the ﬁ rst time for a full year, sales from mobile exceeded 50% of the Group’s sales(18).

YOOX NET-A-PORTER GROUP also took a major step-forward in its omni-channel offering for its luxury brand partners, with the delivery of the ﬁ rst step of the NEXT ERA roll-out to enable a “single view of inventory”, alongside the continuous roll-out of existing omni-channel functionalities to more of the Group’s Online Flagship Stores’ partners.

Finally, over the year, the Group also made signiﬁ cant headway in the development of its operations, with the opening of the new ofﬁ ce and distribution centre in Dubai, new photo studios and logistics spaces at the Interporto logistics pole in Bologna and the set-up of the new In-Season logistics hub in Milan.

Net Financial Position

As at 31 December 2017, the Group’s net fi nancial position was positive at Euro 83.7 million, compared with 104.7 million at 31 December 2016. This performance refl ects the higher capital expenditure for the development of the shared global techno-logistics platform, which more than offset the cash fl ow generated from operating activities and was only partially counterbalanced by Euro 29.4 million related to two equity contributions by Symphony, the entity controlled by Mohamed Alabbar’s family, for the joint venture in the Middle East.

(18) Source: 2017 net sales

– 73 YOOX Net-A-Porter Group S.p.A. Offer Document

Key Performance Indicators(19)

€ million 2017 2016 4Q 2017 4Q 2016

Visits(20) (millions) 842.2 715.5 255.7 205.4 Orders (millions) 9.5 8.4 2.7 2.4 AOV(21) (Euro) 328 334 322 339 Active customers(22) (millions) 3.1 2.9

In 2017, YOOX NET-A-PORTER GROUP’s online stores attracted 842.2 million visits compared with 715.5 million in 2016. The fourth quarter’s performance was particularly noteworthy, with visits up by 24.5% reﬂ ecting outstanding trafﬁ c growth registered at YOOX, thanks to its new branding campaign.

Orders also increased, totalling 9.5 million over the year and 2.7 million in the last quarter of 2017.

The Average Order Value (AOV), excluding VAT, came in at Euro 328 in 2017. This result was affected by the unfavourable exchange rate movements, especially in the last quarter of the year resulting in a fourth-quarter AOV of Euro 322.

Finally, active customers grew to 3.1 million at 31 December 2017, compared with 2.9 million at 31 December 2016.

Employees

As of 31 December 2017, YOOX NET-A-PORTER GROUP had 4,703 employees.

SIGNIFICANT EVENTS AFTER 31 DECEMBER 2017

Integration Update

In light of the recent migration of THE OUTNET and the Group’s commitment to further de-risk the In-Season migration to the new Omni-stock set-up, YNAP has decided to decouple the migration of NET-A-PORTER from that of MR PORTER. The rationale is to reduce the overall complexity by channelling all available resources into the transition of one store at a time. The potential sales impact will also be minimised by scheduling the completion of the ﬁ rst migration before the holiday period and the start of the second one after the peak season.

(19) Key performance indicators refer to the proprietary multi-brand online stores - NET-A-PORTER, MR PORTER, yoox, THE OUTNET as well as thecorner and SHOESCRIBE (discontinued on 31 August 2016) - and the Online Flagship Stores “Powered by YOOX NET- A-PORTER GROUP”. Key performance indicators related to the joint venture with Kering are excluded. (20) Source: Adobe Analytics for NET-A-PORTER, MR PORTER and THE OUTNET; Google Analytics Premium for YOOX, THECORNER, SHOESCRIBE and the Online Flagship Stores “Powered by YOOX NET-A-PORTER GROUP”. (21) Average Order Value, or AOV, indicates the average value of all orders placed, excluding VAT. (22) Active customer is deﬁ ned as a customer who placed at least one order during the 12 preceding months. The ﬁ gure reported is calculated as the sum of the active customers of each online store for the reporting period.

74 – YOOX Net-A-Porter Group S.p.A. Offer Document

Therefore, the MR PORTER migration is planned in 2018, in line with schedule, while NET-A- PORTER convergence will be postponed by a few months to 2019.

Multi-brand In-Season

The start of 2018 has already seen important developments for the In-Season content to commerce proposition. Speciﬁ cally, in response to the ever-growing customer demand for more editorial content, NET-A-PORTER launched PORTER Digital: original PORTER content, delivered daily and integrated into the native app, which provides customers with an instant transition from inspiration to purchase. PORTER has thus become the sole editorial voice of NET-A-PORTER, delivering daily, weekly and bi-monthly global content across all platforms.

PORTER Digital has gained signiﬁ cant customer traction since its debut: in the ﬁ rst three weeks from launch unique visitors to the editorial section of NET-A-PORTER and revenue directly generated by shoppable content doubled.

Moreover, in January, Balenciaga designed two exclusive capsule collections for NET-A-PORTER and MR PORTER, which marked the ﬁ rst collaboration under the Creative Director Demna Gvasalia since he joined the Kering Group’s brand. The exclusive capsule registered an extremely positive customer response, with record levels of pre-order sales compared to previous capsules.

In January a new Personal Shopping team was established in Dubai to further drive engagement with the local high-value customer base ahead of the In-Season localisation.

Online Flagship Stores

As part of NEXT ERA, the Online Flagship Stores business line extended direct invoicing capability to Europe, which will allow Valentino to activate a “single view of inventory”.

YOOX NET-A-PORTER GROUP S.p.A. and Balmain Paris signed a ﬁ ve-year global partnership for the set-up and management of the new Balmain Online Flagship Store, which is launching in 2018.

Moreover, the global partnership for the management of the Online Flagship Store stoneisland.com “Powered by YOOX NET-A-PORTER GROUP” was renewed for a further 5 years until 2023, following the signing of an agreement between SPORTSWEAR COMPANY S.p.A. and YOOX NET- A-PORTER GROUP S.p.A..

[OMISSIS]

OUTLOOK FOR FISCAL YEAR 2018

In light of the Group’s leadership position in luxury fashion e-commerce and of the positive outlook for the online retail market, YOOX NET-A-PORTER GROUP expects to achieve organic net revenue growth in line with its Strategic Plan. All of the Group’s business lines and key markets are expected to positively contribute to this growth. The Group also expects to deliver an improvement in the adjusted EBITDA margin at constant exchange rates.

– 75 YOOX Net-A-Porter Group S.p.A. Offer Document

The Group plans to invest approximately Euro 170 to 180 million and improve free cash ﬂ ow absorption compared with 2017. Investments will be mainly dedicated to the convergence to the new omni-stock set-up and the ongoing development of the new shared technology platform. A strong focus will be placed on mobile innovation and on the roll-out of localisation and omni-channel features. The Group also plans to expand its operations with the opening of a new In-Season hub in Milan and additional spaces at the Interporto logistics pole in Bologna.

[OMISSIS]

RESULTS OF THE PARENT COMPANY YOOX NET-A-PORTER GROUP S.P.A.

The Parent company YOOX NET-A-PORTER GROUP S.p.A. ended 2017 with net revenues, net of returns and customer discounts, of Euro 639.5 million, up 10.5% at reported exchange rates compared to Euro 578.9 million in the previous year. These revenues include amounts relating to the Parent Company’s supply of products to its subsidiaries.

In 2017, net income of the Parent company was Euro -69.7 million, compared to Euro -43.9 million in the previous year. This result reﬂ ects lower gross margin for the Off-Season and Online Flagship Store divisions mainly driven by currency headwinds, higher fulﬁ llment and technology costs for the convergence to the new Omni-stock set-up and the development of one shared techno-logistics platform, which has only recently started to generate its related revenues.

The 2017 YOOX NET-A-PORTER GROUP S.p.A separate ﬁ nancial statements, approved by the Board of Directors, will be submitted for approval at the Shareholders’ Meeting, which will take place on 20 April 2018.

[OMISSIS]

76 – YOOX Net-A-Porter Group S.p.A. Offer Document

ANNEX 1 – YOOX NET-A-PORTER GROUP RECLASSIFIED CONSOLIDATED ADJUSTED INCOME STATEMENT

€ million 2017 2016 CHANGE 2H 2017 2H 2016 CHANGE Consolidated net revenues 2,091.0 1,870.7 11.8% 1,056.9 973.6 8.6% Cost of goods sold (1,285.0) (1,138.2) 12.9% (665.4) (596.1) 11.6% Gross Profi t(23) 806.0 732.4 10.0% 391.5 377.5 3.7% % of consolidated net revenues 38.5% 39.2% 37.0% 38.8% Fulfi lment costs Excl. IPC (204.7) (181.4) 12.9% (104.8) (92.9) 12.9% Sales and marketing costs Excl. IPC (256.0) (229.3) 11.6% (131.6) (123.3) 6.7% General & administrative expenses Excl. IPC (172.5) (159.9) 7.9% (84.9) (78.9) 7.7% Other income and expenses (3.6) (6.1) (41.7)% 1.1 (3.3) >100% Adjusted EBITDA(24) 169.2 155.7 8.7% 71.3 79.2 (10.0)% % of consolidated net revenues 8.1% 8.3% 6.7% 8.1% Ordinary depreciation and amortisation (79.9) (58.4) 36.9% (43.4) (34.0) 27.6% Non-recurring items ------Adjusted operating profi t(25) 89.4 97.4 (8.2)% 27.9 45.2 (38.3)% % of consolidated net revenues 4.3% 5.2% 2.6% 4.6% Income/Loss from investment in associates 0.3 0.4 (29.4)% 0.2 0.1 69.2% Financial income 14.9 12.5 19.3% 6.9 (0.4) >100% Financial expenses (36.4) (16.5) >100% (18.5) (2.6) >100% Adjusted profi t before tax(26) 68.1 93.7 (27.3)% 16.5 42.3 (60.9)% % of consolidated net revenues 3.3% 5.0% 1.6% 4.3% Taxes (16.9) (24.4) (30.8%) (3.4) (10.0) (66.6%) Adjusted net income(27) 51.2 69.3 (26.1%) 13.2 32.2 (59.1%) % of consolidated net revenues 2.4% 3.7% 1.2% 3.3%

(23) Gross profi t is earnings before fulfi llment costs excluding non-cash costs relating to existing share-based incentive plans (“IPC”), sales and marketing costs excluding IPC, general and administrative expenses excluding IPC, IPC, other operating income and expenses, depreciation and amortisation, non-recurring expenses, income/loss from investment in associates, fi nancial income and expenses and income taxes. Since gross profi t is not recognised as an accounting measure under Italian GAAP or the IFRS endorsed by the European Union, its calculation might not be standard, and the measurement criterion adopted by the Group might not be consistent with that adopted by other groups. Accordingly, the resulting fi gures may not be comparable. (24) Adjusted EBITDA is earnings before ordinary depreciation and amortisation, non-recurring expenses, income/loss from investment in associates, fi nancial income and expenses and income taxes and excludes non-cash costs relating to existing share-based incentive plans (IPC). Since adjusted EBITDA is not recognised as an accounting measure under the IFRS endorsed by the European Union, its calculation might not be standard. Group management uses adjusted EBITDA to monitor and measure the Group’s performance. The management believes that adjusted EBITDA is an important indicator 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 adopted by the Group to calculate adjusted EBITDA might not be consistent with that used by other groups. Accordingly, the resulting fi gures may not be comparable. (25) Adjusted operating profi t is earnings before income/loss from investment in associates, fi nancial income and expenses and income taxes and excludes non-cash costs relating to existing share-based incentive plans (IPC) and the non-cash amortisation related to the Purchase Price Allocation (“PPA”) arising from the merger. Since adjusted operating profi t is not recognised as an accounting measure under the IFRS endorsed by the European Union, its calculation might not be standard. The criterion adopted by the Group to calculate adjusted operating profi t might not be consistent with that used by other groups. Accordingly, the resulting fi gures may not be comparable. (26) Adjusted profi t before tax is earnings before income taxes and excludes non-cash costs relating to existing share-based incentive plans (IPC) and the non-cash amortisation related to the Purchase Price Allocation (“PPA”) arising from the merger. Since adjusted profi t before tax is not recognised as an accounting measure under Italian GAAP or the IFRS endorsed by the European Union, its calculation might not be standard. The criterion adopted by the Group to calculate adjusted profi t before tax might not be consistent with that used by other groups. Accordingly, the resulting fi gures may not be comparable. (27) Adjusted Net Income is defi ned as the earnings of the period before the non-cash costs relating to existing share-based incentive plans (IPC), net of their related tax effects, and before the non-cash amortisation related to the Purchase Price Allocation (“PPA”) arising from the merger, net of its related tax effect.

– 77 YOOX Net-A-Porter Group S.p.A. Offer Document

ANNEX 2 – YOOX NET-A-PORTER GROUP RECLASSIFIED CONSOLIDATED REPORTED INCOME STATEMENT

€ million 2017 2016 CHANGE 2H 2017 2H 2016 CHANGE Consolidated net revenues 2,091.0 1,870.7 11.8% 1,056.9 973.6 8.6% Cost of goods sold (1,285.0) (1,138.2) 12.9% (665.4) (596.1) 11.6% Gross Profi t(28) 806.0 732.4 10.0% 391.5 377.5 3.7% % of consolidated net revenues 38.5% 39.2% 37.0% 38.8% Fulfi lment costs Excl. IPC (204.7) (181.4) 12.9% (104.8) (92.9) 12.9% Sales and marketing costs Excl. IPC (256.0) (229.3) 11.6% (131.6) (123.3) 6.7% General & administrative expenses Excl. IPC (172.5) (159.9) 7.9% (84.9) (78.9) 7.7% Incentive plan costs (“IPC”)(29) (12.8) (12.4) 3.3% (6.2) (6.4) (3.6)% Other income and expenses (3.6) (6.1) (41.7)% 1.1 (3.3) >100% Reported EBITDA(30) 156.5 143.4 9.2% 65.0 72.7 (10.6)% % of consolidated net revenues 7.5% 7.7% 6.2% 7.5% Ordinary depreciation and amortisation (79.9) (58.4) 36.9% (43.4) (34.0) 27.6% PPA-related amortisation(31) (30.6) (32.8) (6.8)% (15.0) (15.6)(3.9)% Non-recurring items ------Reported operating profi t 46.0 52.2 (11.8)% 6.7 23.2 (71.1)% % of consolidated net revenues 2.2% 2.8% 0.6% 2.4% Income/Loss from investment in associates 0.3 0.4 (29.4)% 0.2 0.1 69.2% Financial income 14.9 12.5 19.3% 6.9 (0.4) >100% Financial expenses (36.4) (16.5) >100% (18.5) (2.6) >100% Reported profi t before tax 24.8 48.5 (48.9)% (4.6) 20.3 >100% % of consolidated net revenues 1.2% 2.6% (0.4)% 2.1% Taxes (7.5) (14.6) (48.5%) 1.3 (5.2) >100% Reported net income 17.3 33.9 (49.1%) (3.3) 15.1 >100% % of consolidated net revenues 0.8% 1.8% (0.3)% 1.6%

(28) See footnote no. 16. (29) Incentive plan costs relate to non-cash costs relating to existing share-based incentive plans. (30) Reported EBITDA is earnings before ordinary depreciation and amortisation, non-recurring expenses, income/loss from investment in associates, fi nancial income and expenses and income taxes. Since reported EBITDA is not recognised as an accounting measure under the IFRS endorsed by the European Union, its calculation might not be standard. Group management uses reported EBITDA to monitor and measure the Group’s performance. The management believes that reported EBITDA is an important indicator 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 reported EBITDA might not be consistent with that adopted by other groups. Accordingly, the resulting fi gures may not be comparable between groups. (31) The Purchase Price Allocation process relates to the allocation of the identifi able part of the goodwill arising from the merger of YOOX GROUP and NET-A-PORTER GROUP to intangibles assets.

78 – YOOX Net-A-Porter Group S.p.A. Offer Document

ANNEX 3 – YOOX NET-A-PORTER GROUP RECLASSIFIED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

€ million 31 DEC 2017 31 DEC 2016 CHANGE % Net working capital(32) 20.9 36.6 (42.7%) Non-current assets 1,891.9 1,880.4 0.6% Non-current liabilities (excluding fi nancial liabilities) (74.0) (85.7) (13.6)% Net invested capital(33) 1,838.8 1,831.3 0.4% Shareholders’ equity 1,922.5 1,936.0 (0.7)% Net debt / (net fi nancial position)(34) (83.7) (104.7) (20.1%) Total sources of fi nancing 1,838.8 1,831.3 0.4%

ANNEX 4 – YOOX NET-A-PORTER GROUP RECLASSIFIED CONSOLIDATED STATEMENT OF CASH FLOWS

€ million 2017 2016 Adjusted EBITDA 169.2 155.7 Net Financial Income / (Expenses) & Associates (13.2) (8.8) Taxes Paid (29.7) (24.9) Change in Ordinary Working Capital 53.3 (23.4) Capital Expenditure (169.3) (136.9) Other(35) (60.8) (19.2) Free Cash Flow (50.4) (57.6) Translation Adjustment(36) 5.5 - Free Cash Flow (at constant FX) (44.9) (57.6) M&A related items -- Proceeds from Stock Option Exercise, Capital Increase & Equity contributions(37) 29.4 100.2 Translation Adjustment(29) (5.5) - Change in Net Financial Position (at current FX) (21.0) 42.6

(32) Net working capital is current assets, net of current liabilities, with the exception of cash and cash equivalents, bank loans and borrowings and other fi nancial payables falling due within one year and fi nancial assets and liabilities included under other current assets and liabilities. Net working capital is not recognised as an accounting measure under Italian GAAP or the IFRS endorsed by the European Union. The measurement criterion adopted by the Company might not be consistent with that adopted by other groups. Accordingly, the balance obtained by the Company may not be comparable with the fi gures obtained by other groups. (33) Net invested capital is the sum of net working capital, non-current assets and non-current liabilities net of non-current fi nancial liabilities. Net invested capital is not recognised as an accounting measure under Italian GAAP or the IFRS endorsed by the European Union. The measurement criterion adopted by the Company might not be consistent with that adopted by other groups. Accordingly, the balance obtained by the Company may not be comparable with the fi gures obtained by other groups. (34) Net debt (or net fi nancial position) is the sum of cash and cash equivalents, other current fi nancial assets, net of bank loans and borrowings and other fi nancial payables falling due within one year, other current fi nancial liabilities and non-current fi nancial liabilities. Net debt (or net fi nancial position) is not recognised as an accounting measure under Italian GAAP or the IFRS endorsed by the European Union. The measurement criterion adopted by the Company might not be consistent with that adopted by other groups. Accordingly, the balance obtained by the Company may not be comparable with the fi gures obtained by other groups. Other current fi nancial assets are not governed in detail in CESR’s defi nition of net debt (or net fi nancial position): the Group considers it appropriate to supplement this defi nition by including receivables from acquirers and logistics operators that have been requested to collect cash on delivery under “other current fi nancial assets”. (35) Other mainly refers to deferred tax assets and liabilities, exchange rate impact resulting from the consolidation of foreign subsidiaries and other reserves. (36) Translation Adjustments refer to the delta FX which arises from converting Ordinary Working Capital, Capital Expenditure and Other into Euro at the exchange rates as of 31 December 2017 and as of 31 December 2016. (37) 2017 value relates to the equity injection by Symphony, a company controlled by Mohamed Alabbar’s family, into Middle East Joint Venture. 2016 value relates to the capital increase entirely subscribed by Alabbar Enterprises in April 2016.

– 79 YOOX Net-A-Porter Group S.p.A. Offer Document

ANNEX 5 – YOOX NET-A-PORTER GROUP S.P.A. RECLASSIFIED REPORTED INCOME STATEMENT

€ million 2017 2016 CHANGE Net revenues 639.5 578.9 10,5% Cost of goods sold (503.1) (445.2) 13.0% Gross profi t(38) 136.4 133.7 2.0% % of net revenues 21.3% 23.1% Fulfi llment costs (60.8) (48.1) 26.5% Sales and marketing costs (41.6) (40.9) 1.6% General & administrative expenses (65.2) (54.8) 18.9% Other income and expenses 0.2 (6.0) >100% Reported EBITDA(39) (31.0) (16.1) 92.1% % of net revenues (4.8)% (2.8)% Depreciation and amortisation (47.7) (35.7) 33.9% Non-recurring items - - - Operating profi t (78.8) (51.8) 52.0% % of net revenues (12.3)% (8.9)% Income/Loss from investment in associates 0.3 0.4 (29.4)% Financial income 6.5 9.2 (28.8)% Financial expenses (14.4) (12.7) 13.3% Profi t before tax (86.3) (54.9) 57.2% % of net revenues (13.5)% (9.5)% Taxes 16.6 11.0 51.0% Reported net income (69.7) (43.9) 58.7% % of net revenues (10.9)% (7.6)%

ANNEX 6 – YOOX NET-A-PORTER GROUP S.P.A. RECLASSIFIED REPORTED STATEMENT OF FINANCIAL POSITION

€ million 31 DEC 2017 31 DEC 2016 CHANGE Net working capital(40) 11.9 65.2 (81.7)% Non-current assets 2,151.0 2,033.4 5.8% Non-current liabilities (excluding fi nancial liabilities) (0.5) (0.3) 41.2% Net invested capital(41) 2,162.4 2,098.3 3.1% Shareholders’ equity 2,000.9 2,056.8 (2.7)% Net debt / (net fi nancial position)(42) 161.5 41.5 >100%% Total sources of fi nancing 2,161.4 2,098.3 3.1%

(38) Refer to footnote 16. (39) Refer to footnote 23. (40) Refer to footnote 25. (41) Refer to footnote 26. (42) Refer to footnote 27.

80 – YOOX Net-A-Porter Group S.p.A. Offer Document

ANNEX 7 – YOOX NET-A-PORTER GROUP RECLASSIFIED REPORTED STATEMENT OF CASH FLOWS

€ million 2017 2016 CHANGE Cash fl ow from (used in) operating activities 21.3 (14.3) >100% Cash fl ow from (used in) investing activities (146.4) (92.0) 59.2% Sub-Total (125.1) (106.2) 17.7% Cash fl ow from (used in) fi nancing activities 103.8 80.0 29.7% Total Cash Flow for the period (21.2) (26.2) (18.9)%

ANNEX 8 – EXCHANGE RATES

PERIOD AVERAGE 2017 2016 2H 2017 2H 2016 4Q 2017 4Q 2016 EUR USD 1.130 1.107 1.176 1.098 1.177 1.078 Apprec. / (Deprec.) vs. EUR (2.0)% (6.6)% (8.4)% EUR GBP 0.877 0.819 0.893 0.859 0.887 0.869 Apprec. / (Deprec.) vs. EUR (6.5)% (3.7)% (2.1)% EUR JPY 126.711 120.197 131.603 116.077 132.898 117.918 Apprec. / (Deprec.) vs. EUR (5.1)% (11.8)% (11.3)% EUR CNY 7.629 7.352 7.812 7.407 7.789 7.369 Apprec. / (Deprec.) vs. EUR (3.6)% (5.2)% (5.4)% EUR RUB 65.938 74.145 69.046 70.088 68.800 67.997 Apprec. / (Deprec.) vs. EUR 12.4% 1.5% (1.2)% EUR HKD 8.805 8.592 9.186 8.518 9.193 8.370 Apprec. / (Deprec.) vs. EUR (2.4)% (7.3)% (9.0)% EUR KRW 1,276.740 1,284.181 1,316.830 1,250.248 1,303.040 1,249.517 Apprec. / (Deprec.) vs. EUR 0.6% (5.1)% (4.1)% EUR AUD 1.473 1.488 1.510 1.455 1.532 1.438 Apprec. / (Deprec.) vs. EUR 1.0% (3.6)% (6.1)% EUR CAD 1.465 1.466 1.484 1.448 1.496 1.440 Apprec. / (Deprec.) vs. EUR 0.1% (2.4)% (3.7)%

– 81 YOOX Net-A-Porter Group S.p.A. Offer Document

PERIOD END

31/12/2017 30/09/2017 30/06/2017 31/03/2017 31/12/2016 EUR USD 1.199 1.181 1.141 1.069 1.054 Apprec. / (Deprec.) vs. EUR (12.1%) (5.5%) (2.7%) 6.5% 3.3% EUR GBP 0.887 0.882 0.879 0.856 0.856 Apprec. / (Deprec.) vs. EUR (3.5%) (2.4%) (6.0%) (7.5%) (14.3%) EUR JPY 135.010 132.820 127.750 119.550 123.400 Apprec. / (Deprec.) vs. EUR (8.6%) (14.9%) (10.7%) 7.0% 6.2% EUR CNY 7.804 7.853 7.739 7.364 7.320 Apprec. / (Deprec.) vs. EUR (6.2%) (5.2%) (4.7%) (0.2%) (3.5%) EUR RUB 69.392 68.252 67.545 60.313 64.300 Apprec. / (Deprec.) vs. EUR (7.3%) 3.3% 5.9% 26.5% 25.5% EUR HKD 9.372 9.221 8.907 8.307 8.175 Apprec. / (Deprec.) vs. EUR (12.8%) (6.1%) (3.3%) 6.3% 3.2% EUR KRW 1,279.610 1,351.830 1,304.560 1,194.540 1,269.360 Apprec. / (Deprec.) vs. EUR (0.8%) (9.0%) (2.0%) 8.4% 0.9% EUR AUD 1.535 1.508 1.485 1.398 1.460 Apprec. / (Deprec.) vs. EUR (4.9%) (2.8%) 0.5% 5.9% 2.1% EUR CAD 1.504 1.469 1.479 1.427 1.419 Apprec. / (Deprec.) vs. EUR (5.7%) 0.0% (2.7%) 3.3% 6.5%

B.3 INTERMEDIARIES

The Intermediary Appointed to Coordinate the Collection of Acceptances, by the signing and delivery of the speciﬁ c Acceptance Form, is Banca IMI S.p.A., with registered ofﬁ ce in Milan at Largo Mattioli 3, company belonging to the bank group headed by Intesa San Paolo S.p.A.

The Appointed Intermediaries, that are authorised to carry out their activities through signing and delivery of the Acceptance Form, are the following: • Banca IMI S.p.A. – Intesa Sanpaolo Group; • Banca Monte dei Paschi di Siena S.p.A.; • BNP Paribas Securities Services - Milan branch; • Cit ibank N.A. – Milan branch; • EQUITA S.I.M. S.p.A.; and • NEXI S.p.A.

The Offer Document and, for consultation, the documents indicated in Section N of the Offer Document are available at the registered ofﬁ ce of the Offeror and of the Intermediary Appointed to Coordinate the Collection of Acceptances. The Offer Document is also made available to interested parties at the Appointed Intermediaries, and as set out in Section N of the Offer Document.

The Acceptance Forms may be sent to the Appointed Intermediaries also through the Depository Intermediaries, as described in Section F.1.2 of the Offer Document. The Appointed Intermediaries will collect the Acceptance Forms, will hold on deposit the YNAP Shares tendered in the Offer (including the potential Reopening of the Acceptance Period) and will arrange for the payment of the consideration due to the Tendering Shareholders (according to the procedures and timeframes speciﬁ ed in Section F of the Offer Document).

82 – YOOX Net-A-Porter Group S.p.A. Offer Document

At the Consideration Payment Date (or at the potential Consideration Payment Date after the Reopening of the Acceptance Period), the Appointed Intermediaries will transfer the YNAP Shares tendered in the Offer (including during the potential Reopening of the Acceptance Period) – through the Intermediary Appointed to Coordinate the Collection of Acceptances – to a securities deposit account made out in the to the Offeror’s name.

B.4 GLOBAL INFORMATION AGENT

Georgeson S.r.l., with registered ofﬁ ce in Rome at Via Emilia 88, was appointed by the Offeror as global information agent in order to provide information relating to the Offer, to all the shareholders of the Issuer.

For this purpose the Global Information Agent has set up a dedicated telephone number: 800 123 792. This phone number will be active for the entire duration of the Offer (including the potential Reopening of the Acceptance Period), on weekdays, from 9:00 a.m. (CET) to 6:00 p.m. (CET).

– 83 YOOX Net-A-Porter Group S.p.A. Offer Document

C. TYPE AND QUANTITY OF THE FINANCIAL INSTRUMENTS COMPRISING THE OFFER

C.1 TYPE AND QUANTITY OF THE YNAP SHARES COMPRISING THE OFFER

Following the release of the press release made available to the public pursuant to Articles 102 of the TUF and 37 of the Issuers’ Regulation on 22 January 2018, (iv) on 9 February 2018, the Issuer issued and allotted no. 716,716 YNAP Shares upon exercise of no. 13,783 Stock Options; (v) on 9 March 2018, the Issuer issued and allotted no. 14,166 YNAP Shares upon exercise of no. 14,166 Stock Options; (vi) on 12 March 2018, the Issuer issued and allotted no. 55,599 YNAP Shares upon exercise of no. 55,599 Stock Options.

Since the Stock Options are exercisable from March 2018, the number of YNAP Shares that the Issuer might issue upon exercise of the Stock Options and, as a result, the number of YNAP Shares outstanding may further vary after 12 March 2018, without prejudice to the overall number of YNAP Shares subject of the Offer.

As a consequence of the above, the Offer, based on the numbers of YNAP Shares available as at 12 March 2018, is directed to: (i) no. 69,249,601 YNAP Shares, corresponding to 75.24% of the Issuer’s ordinary share capital subscribed on the Offer Document Date, i.e. all YNAP Shares issued and outstanding on the same date, having deducted no. 22,786,452 YNAP Shares (corresponding to 24.76% of the ordinary share capital subscribed on the Offer Document Date) owned by Richemont UK, a company which, similarly to the Offeror, is indirectly controlled by Compagnie Rupert, on the date hereof; and (ii) additional maximum no. 1,541,973 YNAP Shares that the Issuer might issue to service the Stock Options. The above ﬁ gure includes the overall number of shares that YNAP would issue if all Stock Options currently exercisable or that are expected to become exercisable would be exercised; (iii) in the case where at the end of the Acceptance Period the Offeror, together with the Persons Acting in Concert, comes to hold YNAP Shares which exceed the Waiver Minimum Threshold but which are less than the threshold for the satisfaction of the Minimum Acceptance Level Condition and the Offeror waives such condition, as a consequence of the completion of the transfer to the Offeror of the YNAP Shares tendered in the Offer a change of control will occur and the Reopening of the Acceptance Period will take place. Therefore, during the Reopening of the Acceptance Period, the Offeror may have to acquire, further YNAP Shares for a maximum n. 2,045,598 YNAP Shares which the Issuer might issue upon the exercise by the relevant beneﬁ ciaries of the Change of Control Stock Options if all the Change of Control Stock Options are actually exercised; all without nominal value (the “Shares”).

The YNAP Shares include no. 17,339 treasury shares that owned by the Issuer on the Offer Document Date, corresponding to approximately 0.019% of the Issuer’s ordinary share capital.

84 – YOOX Net-A-Porter Group S.p.A. Offer Document

The number of YNAP Shares covered by the Offer could be reduced if, during the Acceptance Period (or afterwards until the end of the Reopening of the Acceptance Period), the Offeror buys YNAP Shares outside the Offer, subject to the provisions of Article 41, Paragraph 2, and Article 42, Paragraph 2, of the Issuers’ Regulation. The YNAP Shares that the Offeror buys outside the Offer shall be counted for the purposes of (i) the Minimum Acceptance Level Condition and the Waiver Minimum Threshold, if bought during the Acceptance Period; and (ii) the thresholds provided for by Articles 108 and 111, of the TUF, if bought during the Acceptance Period or the potential Reopening of the Acceptance Period.

In addition to what is stated under point (iii) above, the Offeror may have to acquire further maximum no. 2,045,598 YNAP Shares that the Issuer might issue upon the exercise by the relevant beneﬁ ciaries of the Change of Control Stock Options also in case of fulﬁ lment of the Purchase Obligation pursuant to Article 108, paragraph 1, of the TUF, the Purchase Obligation pursuant to Article 108, paragraph 2, of the TUF or exercise of the Squeeze-out Right.

The YNAP Shares tendered to the Offer must be freely transferable to the Offeror and free of constraints of any kind – real, mandatory or personal.

The Offer is open, without distinction and at the same conditions, to all YNAP shareholders.

C.2 CONVERTIBLE FINANCIAL INSTRUMENTS

The Offer does not include ﬁ nancial instruments convertible into YNAP Shares or ﬁ nancial instruments that give the right to subscribe to YNAP Shares.

C.3 COMMUNICATIONS OR AUTHORISATION REQUESTS

The launch of the Offer is not subject to obtaining any authorisation.

For the sake of completeness, please note that the acquisition of the relevant YNAP Shares pursuant to the Offer amounts to a concentration pursuant to the merger control applicable regulations and, therefore, is subject to the receipt of the following clearances: (i) the European Commission having issued a decision under Article 6(1)(b) or 6(2) of the Merger Regulation (or being deemed to have done so under Article 10(6) of the Merger Regulation) declaring the Offer to be compatible with the common market; (ii) all ﬁ lings having been made and all applicable waiting periods (including any extensions thereof) under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the regulations thereunder having expired, lapsed or been terminated as appropriate in each in respect of the Offer, or any matters arising from the Offer; (iii) the clearance or deemed clearance (through the expiration of the relevant waiting periods) by the Japan Fair Trade Commission, under the Act on Prohibition of Private Monopolisation and Maintenance of Fair Trade, of the transaction; and (iv) the Federal Antimonopoly Service having cleared the transaction pursuant to the Russian Federal Law No. 135-FZ dated 26 July 2006 “On the Protection of Competition” (as further amended).

The granting of each authorisation is a Condition of Effectiveness of the Offer, each of which the Offeror is entitled to waive at its discretion (see Paragraph A.1, Warnings Section).

– 85 YOOX Net-A-Porter Group S.p.A. Offer Document

86 – YOOX Net-A-Porter Group S.p.A. Offer Document

D. ISSUERS’ FINANCIAL INSTRUMENTS OR WITH UNDERLYING FINANCIAL INSTRUMENTS OWNED BY THE OFFEROR, ALSO BY MEANS OF TRUSTS OR INTERMEDIARIES

D.1 NUMBER AND TYPE OF YNAP SHARES OWNED BY THE OFFEROR AND BY PERSONS ACTING IN CONCERT

As at the Offer Document Date, the Offeror does not, directly or by means of trusts or intermediaries, hold YNAP Shares or other ﬁ nancial instruments issued by the Issuer.

As at the Offer Document Date, Richemont UK, which is under common control of Companie Rupert with the Offeror(43) and acts in concert with the Offeror according to Article 101-bis, Paragraphs 4-bis, letter c) of the TUF, holds 22,786,452 YNAP Shares, corresponding to approximately 24.76% of the Issuer’s ordinary share capital, and no. 42,813,145 ‘B’ shares without voting rights of the Issuer (representing all the issued and outstanding ‘B’ shares of the Issuer).

D.2 CONTANGO AGREEMENTS, SHARE LOANS, USUFRUCT AND PLEDGE RIGHTS OR OTHER CONTRACTS WITH YNAP SHARES AS UNDERLIERS

As at the Offer Document Date, neither the Offeror nor the Persons Acting in Concert have entered into contango agreements, share loans, implemented usufruct or pledge rights on YNAP fi nancial instruments, or agreed other commitments of other type in which YNAP fi nancial instruments are underliers (such as, e.g. , options, futures, swaps or forward contracts on said fi nancial instruments), including through trusts or intermediaries.

(43) This means that both the Offeror and Richemont are controlled by Compagnie Rupert.

– 87 YOOX Net-A-Porter Group S.p.A. Offer Document

E. UNIT CONSIDERATION FOR THE FINANCIAL INSTRUMENTS AND ITS JUSTIFICATION

E.1 INDICATION OF THE CONSIDERATION AND THE CRITERIA USED TO DETERMINE IT

The consideration is equal to Euro 38.00 per YNAP Share and will be entirely paid in cash on the Consideration Payment Date (or on the potential Consideration Payment Date after the Reopening of the Acceptance Period).

On 20 January 2018, the Issuer’s Board of Directors announced the approval of the preliminary annual ﬁ nancial results of YNAP and the annual consolidated results of the YNAP Group for the year ended 31 December 2017 and no distribution of dividends was envisaged.

The consideration shall be calculated net of stamp duty, commissions and expenses, whose costs will be born by the Offeror. The tax on capital gains, if due, shall be paid by the Tendering Shareholders.

It should be noted that the Consideration was determined following an independent evaluation by the Offeror on the basis of the Issuer’s economic and fi nancial situation, as shown in the fi nancial statements, as well as on YNAP Group’s growth potential in the medium-long term, as communicated by the Issuer and resulting from recent research published by fi nancial research analysts. It is specifi ed that, in determining the Consideration, the Offeror did not make use of appraisals provided by independent experts aimed at evaluating the adequacy of the same.

In particular, the Consideration was determined by the Offeror on the basis of independent analysis, taking into consideration the following elements: • the closing price of the last full trading day preceding the Launch Date (19 January 2018); • the daily volume weighted average of the offi cial price of YNAP Shares in different time intervals – monthly, quarterly, half-yearly and yearly – within the 12 months prior to the last full trading day preceding the Launch Date (19 January 2018) (see the following Paragraph E.1.1 of this Section E of the Offer Document); • the implicit premia recognized in previous tender offers with majority shares, as specifi ed below (see the following Paragraph E.1.2 of this Section E of the Offer Document); • the Issuer’s target prices expressed by fi nancial research analysts during the period between the publication of the Issuer’s results for the third quarter of 2017 (8 November 2017) and the 19 January 2018, as better specifi ed below (see the following Paragraph E.1.3 of this Section E of the Offer Document).

The closing minimum and maximum prices recorded for YNAP Shares in the twelve months preceding the 19 January 2018 are respectively Euro 21.50 (15 March 2017) and Euro 33.63 (12 October 2017).

The Consideration represents a premium of 25.6% compared to the closing price on the market day preceding the day before the Launch Date and a premium of 27.0% compared to the volume weighted average price at 3 months, while the premia paid in previous tender offers reported an average premium of 17.0% on the volume weighted average price at 3 months.

88 – YOOX Net-A-Porter Group S.p.A. Offer Document

The Consideration represents a price above the average of the target prices expressed by ﬁ nancial research analysts for the Issuer during the period between 8 November 2017 and 19 January 2018.

The closing ofﬁ cial price of the YNAP Share on the last Stock Exchange Trading Day before the Offer Document Date (i.e. 16 March 2018) is equal to EUR 37.75 .

E.1.1 Weighted average of the ofﬁ cial recorded prices in the last twelve months

The Consideration incorporates a premium of 25.6% compared to the closing price of the YNAP Shares recorded on 19 January 2018, equal to Euro 30.26 (Source: Bloomberg).

The following table presents the premia as compared to the weighted average of the ofﬁ cial recorded prices for the considered reporting periods:

Time periods prior to the announcement date Weighted average of Implicit premium in ofﬁ cial prices the Consideration (Euro) 1 month 29.74 27.8% 3 months 29.93 27.0% 6 months 29.82 27.5% 12 months 26.54 43.2%

E.1.2 Implied premiums attributed in previous public tender offers

The following table provides details of (i) the implicit premium paid in previous global public tender offers(44) on the weighted average prices of the target companies with reference to the respective monthly, quarterly, half-yearly and yearly periods prior to the announcement date; (ii) the relative averages; and (iii) the implicit premium paid by the Offeror within the scope of this Offer on the weighted averages of the Issuer’s prices with reference to the respective monthly, quarterly, half-yearly, and yearly periods.

(44) Source: Offer documents for full public tender offers launched between 2007 – 2017 for over 100 million Euro and with an Offeror’s participation prior to the offer between 25% and 67%.

– 89 YOOX Net-A-Porter Group S.p.A. Offer Document

Buyer Target Year Premia

1 month 3 months 6 months 12 months Agora Save 2017 4% 6% 10% 19% D’Ieteren Moleskine 2016 13% 12% 15% 29% NB Renaissance and Apax Engineering 2016 13% 12% 16% 18% Heidelberg Cement Italcementi 2016 72% 71% 61% 80% Hitachi Ansaldo STS 2015 19% 23% 22% 33% Dufry World Duty Free 2015 (6)% 7% 22% 20% Whirlpool Indesit Company 2014 2% 4% 4% 17% Haworth Italy Holding Poltrona Frau 2014 25% 22% 32% 57% Lauro Sessantuno CamFin 2013 (6)% (3)% 6% 37% Salini Impregilo 2013 5% 13% 20% 29% Soﬁ l Parmalat 2011 12% 10% 15% 21% LVMH Bulgari 2011 60% 57% 66% 82% Veneto Banca Banca Intermobiliare 2010 2% 8% 13% 23% Banco Popolare Banca Italease 2009 12% (20)% (48)% (67)% Banca Popolare di Milano Anima 2008 20% 17% (6)% (29)% Finamar Italia Navigazione Montanari 2008 21% 19% 22% 12% BPER Meliorbanca 2008 11% 17% 11% (6)% Fintiles Marazzi 2008 30% 30% 19% (8)% Performance Motorcycles Ducati 2008 35% 29% 8% 7% Polimeri Speciali Polynt 2007 27% 23% 19% 30% Red & Black Lux1 VFG 2007 1% 1% 3% 9% Average 17 .7 % 17 .0 % 15 .7 % 19 .6 % Implicit premium in the Consideration 27 .8% 27 .0% 27 .5% 43 .2%

The Consideration incorporates a premium that is higher than the average implicit premium paid in full public tender offers listed in the above table.

E.1.3 Target prices

In addition to the above, the Consideration has been determined by the Offeror taking also into account the target prices expressed by the ﬁ nancial analysts in the period between the dissemination of the Issuer’s results for the third quarter of 2017 (8 November 2017) and 19 January 2018, which reﬂ ect market expectations as regards the future outlook and the Issuer’s instrinsic valuation.

90 – YOOX Net-A-Porter Group S.p.A. Offer Document

The following table provides details of the target prices considered and the average thereof (Source: Bloomberg).

Financial analyst Publication date Target Price (Euro) Morgan Stanley 15 January 2018 40.00 Mediobanca 16 January 2018 39.00 Jefferies 16 January 2018 38.00 Goldman Sachs 15 January 2018 38.00 Berenberg 15 January 2018 36.00 HSBC 08 January 2018 35.50 Royal Bank of Canada 18 January 2018 35.00 Banca Akros (ESN) 16 January 2018 34.00 Banca IMI 16 January 2018 32.30 Kepler 16 January 2018 31.00 Bryan Garnier 16 January 2018 29.00 Equita 16 January 2018 28.60 Credit Suisse 16 January 2018 27.50 Barclays 16 January 2018 27.30 Exane BNP Paribas 15 January 2018 27.00 JPM 16 January 2018 27.00 KeyBanc 16 January 2018 37.00 Hammer 16 January 2018 28.90 Media 33.15

E.2 MAXIMUM DISBURSEMENT OF THE OFFER

The Maximum Disbursement of the Offer, in case of total take-up of the Offer, will be equal to Euro 2,690,079,812.00. Such amount also comprises the consideration for the YNAP Shares which might be issued upon the exercise of all the Stock Options.

In case of Reopening of the Acceptance Period or exercise of the Purchase Obligation pursuant to Article 108, paragraph 1, of the TUF, of the Purchase Obligation pursuant to Article 108, paragraph 2, of the TUF or of the Squeeze-out Right, the Offeror might have to purchase a maximum of further no. 2,045,598 YNAP Shares that YNAP might issue upon the exercise by the relevant beneﬁ ciaries of the Change of Control Stock Options, so that the Maximum Disbursement of the Offer would be increased to Euro 2,767,812,536.00.

– 91 YOOX Net-A-Porter Group S.p.A. Offer Document

E.3 COMPARISON OF THE CONSIDERATION WITH SOME INDICATORS CONCERNING THE ISSUER

With reference to the Consideration, the following table shows the main indicators per YNAP share1 relating to the Issuer for the ﬁ nancial years ended on 31 December 2015 and on 31 December 2016.

In EUR million(5) Pro-forma 2015 2016 Sales 1,665 1,871 Adjusted EBITDA(2) 133 156 Adjusted Consolidated Net Income(3) 60 69 Consolidated Equity 2,036 1,936 Dividends – – Cash Flow(4) 117 128

EUR per Share Pro-forma 2015 2016 Sales per share 12.03 13.51 Adjusted EBITDA(2) per Share 0.96 1.12 Adjusted Consolidated Net Income(3) per share 0.43 0.50 Consolidated Equity per share 14.71 13.98 Dividends per share – – Cash Flow(4) per share 0.84 0.92

(1) Total of 138.4 million YNAP shares calculated based on total number of outstanding YNAP Shares and YNAP ‘B’ shares plus the overall number of YNAP Shares that YNAP would issue if all Stock Options and Change of Control Stock Options would be excercised. (2) Excluding the notional charges relating to the incentive plans, as reported by YNAP in their consolidated income statement as of 31 December 2016. (3) Excluding the notional charges relating to the incentive plans and the amortisation of intangible assets recognised following the Purchase Price Allocation process, net of the related tax effects as reported by YNAP in their consolidated income statement as of 31 December 2016. (4) Deﬁ ned as consolidated adjusted net income for the year plus depreciation and amortisation. (5) In accordance with international ﬁ nacial reporting standats and IFRIC interpretation.

The Consideration was also compared with the trading market multiples of listed companies operating in the same sector of the Issuer and considered potentially comparable or partially comparable with the Issuer.

Considering the nature of the Issuer’s business and the trading multiples generally used by fi nancial analysts, the following multiples were taken into consideration as at 19 January 2018 (last full trading day before the Launch Date): • EV/Sales, which represents the ratio of the enterprise value – computed as the sum of the market capitalisation, net fi nancial position, minus the investments in associates and the non-controlling interests – and the sales; • EV/EBITDA, which represents the ratio of the enterprise value and the EBITDA or gross operating income; • P/E, which represents the ratio of the market capitalisation and the net income attributable to the shareholders of the Issuer; • P/CF, which represents the ratio of the market capitalisation and the cash fl ow from operating activities; • P /BV which represents the ratio of the market capitalisation and the book value of the equity attributable to the shareholders.

92 – YOOX Net-A-Porter Group S.p.A. Offer Document

The following table outlines the EV/sales, EV/EBITDA, P/E and P/CF multiples relating to the Issuer with reference to the ﬁ nancial years ended on 31 December 2015 and 31 December 2016.

Country Market EV/Sales EV/EBITDA P/E P/CF P/BV capitalization 2015 2016 2015 2016 2015 2016 2015 2016 2015 2016 Asos UK 7.004 4 .8 x 3 .7 x 72 .0 x 57 .9 x 165 .6 x 115 .4 x 89 .5 x 69 .6 x 26 .0 x 30 .8 x Zalando Germany 11.760 3 .6 x 2 .9 x 85 .5 x 41 .5 x 96 .8 x 97 .6 x 75 .5 x 69 .7 x 5 .5 x 5 .0 x Mean – – ------Median 4 .2 x 3 .3 x 78 .8 x 49 .7 x 131 .2 x 106 .5 x 82 .5 x 69 .6 x 15 .7 x 17 .9 x YNAP(¹) Italy 5.261 3 .1 x 2 .7 x 38 .2 x 32 .6 x 88 .1 x 75 .9 x 45 .1 x 32 .8 x 2 .6 x 2 .7 x

Source: Bloomberg. Company fi lings Note: Data calendarised at December FY. (1) Market capitalisation is calculated assuming no. 138.4 million YNAP shares at the value of the Offer, calculated on the basis of the overall amount of outstanding YNAP Shares and YNAP ‘B’ shares plus the overall amount of YNAP Shares that YNAP would issue if all the Stock Options and the Change of Control Stock Options are exercised. To calculate the enterprise value, the net fi nancial position has been adjusted to take into consideration (i) the net cash fl ow resulting from the exercise of all the Stock Options and the Change of Control Stock Options; and (ii) the outfl ow connected to the other stock options.

E.4 MONTHLY ARITHMETIC AND WEIGHTED MEAN OF THE YNAP SHARE REGISTERED LIST PRICES IN THE TWELVE MONTHS BEFORE THE OFFER

The following table shows: (i) the arithmetic average and (ii) the weighted average of the ofﬁ cial prices for the daily volumes of the YNAP Shares recorded in each of the 12 months preceding 19 January 2018 (including the last full Stock Exchange Trading Day prior to the Launch Date), as well as the implicit premium of the Consideration on these prices:

Year Month Average ofﬁ cial Consideration weighted prices Premium vs. average (Euro) ofﬁ cial weighted price 2017 20 January – 31 January 24.70 53.9% February 23.35 62.7% March 22.44 69.4% April 23.80 59.7% May 25.28 50.3% June 24.35 56.1% July 26.06 45.8% August 28.00 35.7% September 30.46 24.7% October 32.92 15.4% November 29.42 29.2% December 29.71 27.9% 2018 1 January – 19 January 29.82 27.4%

Source: Bloomberg.

– 93 YOOX Net-A-Porter Group S.p.A. Offer Document

The closing price of the YNAP Shares on the day before the Launch Date, i.e. 19 January 2018, is equal to Euro 30.26. Also presented below is the graphic representation of the closing price trends of the YNAP Shares and of the FTSE MIB index, recognised in the period between 19 January 2018 (last full Stock Exchange Trading Day preceding the Launch Date) and the 12 months preceding such date.

34 4.500

4.000 32

3.500

30 3.000

2.500 vendita di Volumi

2.000 26

1.500 24 Prezzo di Chiusura (€) 1.000

22 500

20 0 gen-2017 mar-2017 mag-2017 lug-2017 set-2017 nov-2017 gen-2018 Volumi di Vendita Yoox Net-A-Porter Ftse MIB Index Source: Bloomberg.

E.5 V ALUES ATTRIBUTED TO THE YNAP FINANCIAL INSTRUMENTS FOR FINANCIAL OPERATIONS CARRIED OUT IN THE LAST AND CURRENT FINANCIAL YEARS

To the knowledge of the Offeror and Richemont, in the fi nancial year ended 31 December 2017 and the current fi nancial year, YNAP did not execute any fi nancial transaction which involved an estimation of the value of any YNAP fi nancial instrument.

E.6 V ALUES AT WHICH THE PURCHASE AND SALE OF YNAP SHARES HAVE BEEN CARRIED OUT BY THE OFFEROR, IN THE LAST 12 MONTHS

In the last and current fi nancial years, no fi nance transactions have been carried out on the Issuer’s fi nancial instruments subject to the Offer.

94 – YOOX Net-A-Porter Group S.p.A. Offer Document

F. O FFER TERMS AND CONDITIONS, DATE AND TERMS OF PAYMENT OF THE CONSIDERATION AND RETURN OF SECURITIES FORMING COVERED BY THE OFFER.

F.1 TERMS AND CONDITIONS ON SUBMITTING THE OFFER AND DEPOSITING THE YNAP SHARES

F.1.1 Acceptance Period

The Acceptance Period agreed with Borsa Italiana pursuant to Article 40, paragraph 2, of the Issuers’ Regulation will commence at 8:30 a.m. of 19 March 2018 and end at 5:30 p.m. of 9 May 2018 (inclusive). 9 May 2018 therefore represents the end of the Acceptance Period, unless extended in terms of legal provisions and regulations.

In accordance with Article 40-bis, paragraph 1, letter a) of the Issuers’ Regulation, the Reopening of the Acceptance Period will occur if the Offeror, by 7:59 a.m. of the ﬁ rst Stock Exchange Trading Day after the end of the Acceptance Period, communicates the non-fulﬁ lment of the Minimum Acceptance Level Condition (and, therefore, the failure to reach an overall shareholding exceeding 90% of the ordinary share capital of the Issuer) and the waiver of the same. In such a case, the terms to tender YNAP Shares to the Offer will be reopened for an additional period of 5 Stock Exchange Trading Day from the day following the Consideration Payment Date (i.e., 21, 22, 23, 24 and 25 May 2018) and, therefore, 25 May 2018 represents the end of the Offer.

Please note that the Reopening of the Acceptance Period will not occur if the Offeror: • comes to hold a shareholding equal to the one set forth under Article 108, paragraph 2 of the TUF and, as a consequence, the Minimum Acceptance Level Condition is fulfi lled; • at least fi ve Stock Exchange Trading Days before the end of the Acceptance Period, notifi es the market the waiver of the Minimum Acceptance Level Condition through a specifi c communication to be published pursuant to Article 40-bis, paragraph 3, letter a) of the Issuers’ Regulation.

Acceptance of the Offer may take place on any Stock Exchange Trading Day included in the Acceptance Period (or in the potential Reopening of the Acceptance Period).

For the examination of the effects which the procedures for the fulﬁ lment of the Purchase Obligation pursuant to Article 108, paragraph 2, of the TUF and/or for fulﬁ lment of the Purchase Obligation pursuant to Article 108, paragraph 1, of the TUF would have on the Consideration, see Paragraphs A.7 e A.8, Warnings Section, of the Offer Document.

F.1.2 A cceptance procedure and deposit of YNAP Shares

Acceptances of the Offer by owners of YNAP Shares (or the relative empowered representatives) are irrevocable, save for the provisions of Article 44, paragraph 7, of the Issuers’ Regulation, which expressly provide for revocation of acceptances after publication of a competing offer or a raised offer.

Acceptance of the Offer must take place by signature of the Acceptance Form duly ﬁ lled in and by simultaneously depositing the YNAP Shares therein included at the Appointed Intermediaries listed under Paragraph B.3, Section B of the Offer Document.

– 95 YOOX Net-A-Porter Group S.p.A. Offer Document

The shareholders of the Issuer who intend to accept the Offer may deliver the Acceptance Form and deposit the YNAP Shares therein included at the Depository Intermediaries, provided that delivery and deposit are made in time to allow the Depository Intermediaries to deposit the YNAP Shares at the Appointed Depositories by and not later than the last day of the Acceptance Period (or of the potential Reopening of the Acceptance Period).

YNAP Shares are subject to the dematerialisation of stock regime pursuant to Article 83-bis et seq of the TUF, and the Regulations adopted by CONSOB and Banca d’Italia resolution of 22 February 2008 as subsequently amended.

Only YNAP Shares that at the moment of acceptance are properly registered and available on the securities account of the Tendering Shareholder open at an intermediary pertaining to the central management of Monte Titoli S.p.A can be tendered in the Offer.

More speciﬁ cally YNAP Shares deriving from purchase transactions made on the market can be tendered in the Offer only after the regulation of the said transaction has been completed through the liquidation system.

Those who intend to tender their YNAP Shares in the Offer must be owners of dematerialised YNAP Shares properly registered in a securities account held by one of the Depository Intermediaries and must refer to their respective intermediaries for instructions on how to accept the Offer.

Signature of the Acceptance Form, therefore in consideration of the aforementioned securities dematerialisation regime, will be valid even as irrevocable instruction given by the individual owner of the YNAP Shares to the Appointed Intermediary or the relative Depository Intermediary at whom the YNAP Shares are deposited in securities account, to transfer the aforementioned to YNAP Shares in deposits at such Appointed Intermediary or Depository Intermediary in favour of the Offeror.

The Depository Intermediaries, in their capacity as mandatories, must countersign the Acceptance Forms. The shareholders will remain exclusively responsible for the risk that the Depository Intermediaries do not deliver the Acceptance Forms or, where applicable, do not deposit the YNAP Shares at an Appointed Intermediary by the last day of the Acceptance Period (or of the potential Reopening of the Acceptance Period).

Upon acceptance of the Offer and deposit of the YNAP Shares by signature of the Acceptance Form, a mandate will be given to the Appointed Intermediary and the Depository Intermediary (if any) to execute all the formalities necessary and required to transfer the YNAP Shares to the Offeror who shall bear the relative cost.

YNAP Shares tendered in the Offer must be free from liens and burdens of any kind and nature, whether real, obligatory or personal, and must be freely transferable to the Offeror.

Acceptances of the Offer by minors or persons entrusted to tutors or curators pursuant to applicable legal provisions, entered into by those having parental care, tutorship or curatorship, not accompanied by the authorisation of the Court will be provisionally accepted and not counted for the purpose of establishing the percentage of acceptance of the Offer. Payment will be made only when authorisation is given.

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The Offer is subject to the Conditions of Effectiveness of the Offer listed under Paragraph A.1, Warnings Section of the Offer Document.

F.2 S UBORDINATION OF THE EFFECTIVENESS OF THE OFFER IN ACCORDANCE WITH ARTICLE 40-BIS, PARAGRAPH 3, LETT. C) AND D), OF THE ISSUERS’ REGULATION

Not applicable.

F.3 INSTRUCTIONS ON THE OWNERSHIP AND EXERCISE OF MANAGEMENT AND EQUITY RIGHTS OF YNAP SHARES PENDING THE OFFER

YNAP Shares tendered in acceptance of the Offer during the Acceptance Period (or during the potential Reopening of the Acceptance Period) will be transferred to the Offeror at the Consideration Payment Date (or at the Consideration Payment Date after the Reopening of the Acceptance Period, if applicable).

During the entire period that the YNAP Shares are subject to the Offer and, therefore, until the Consideration Payment Date (or until the Consideration Payment Date after the Reopening of the Acceptance Period, if applicable), the Tendering Shareholders will retain and may exercise the ownership and management rights deriving from ownership of the YNAP Shares; in any event the Tendering Shareholders may not transfer their YNAP Shares forming the subject of the acceptance, except in case of acceptance of possible concurrent offers or increased offers pursuant to Article 44 of the Issuers’ Regulation.

At the Consideration Payment Date (or at the Consideration Payment Date after the Reopening of the Acceptance Period, if applicable), YNAP Shares tendered in the Offer will be transferred to the securities deposit account of the Offeror.

Therefore, as from the Consideration Payment Date (or as from the Consideration Payment Date after the Reopening of the Acceptance Period, if applicable), Tendering Shareholders will no longer be able to exercise ownership and management rights in relation to the YNAP Shares tendered in the Offer.

F.4 C OMMUNICATIONS CONCERNING THE DEVELOPMENTS AND OFFER RESULTS

Throughout the Offer (including the potential Reopening of the Acceptance Period), Banca IMI S.p.A., pursuant to Article 41, paragraph 2, lett. d), of the Issuers’ Regulation, will, on a daily basis, provide Borsa Italiana with information on the acceptances collected and the YNAP Shares deposited as well as the percentage that such quantities represent with respect to the YNAP Shares forming the subject of the Offer.

By no later than the day following receipt of such information, Borsa Italiana shall proceed with publication of the said data by proper notice.

Moreover, if, by the Consideration Payment Date (or by the Consideration Payment Date after the Reopening of the Acceptance Period, if applicable), the Offeror or the Persons Acting in Concert acquire,

– 97 YOOX Net-A-Porter Group S.p.A. Offer Document

directly and/or indirectly, further YNAP Shares outside the Offer, pursuant to Article 41, paragraph 2, and Article 42, paragraph 2, of the Issuers’ Regulation, the Offeror will by that day notify Consob and the market pursuant to Article 41, paragraph 2, letter c), of the Issuers’ Regulation, specifying the agreed compensations.

The Offeror will communicate the fulfi lment or non-fulfi lment of the Minimum Acceptance Level Condition or, if the Minimum Acceptance Level Condition is not fulfi lled, the possible waiver of the same, in the notice published by the Offeror by 7:59 a.m. of the fi rst Stock Exchange Trading Day after the end of the Acceptance Period pursuant to Articles 114 of the TUF, 66 of the Issuers’ Regulation and 17 of the EU Regulation no. 596/2014 of the European Parliament and the Council of 16 April 2014.

The Offeror will communicate the fulﬁ lment, the non-fulﬁ lment or the waiver (as the case may be) of the Conditions of Effectiveness of the Offer other than the Minimum Acceptance Level Condition, in accordance and with the procedures indicated under Article 36 of the Issuers’ Regulation by 7:59 a.m. of the Stock Exchange Trading Day before the Consideration Payment Date.

As soon as available, the Offeror will notify provisional results of the Offer, pursuant to Article 36 of the Issuers’ Regulation.

On or by the evening of the last day of the Reopening of the Acceptance Period and, in any case, by 7:59 a.m. of the ﬁ rst Stock Exchange Trading Day after the end of the Reopening of the Acceptance Period, the Offeror will issue a press release on the provisional results of the Offer following the potential Reopening of the Acceptance Period.

Final results on the Offer will be published by the Offeror by 7:59 a.m. of the Stock Exchange Trading Day before the Consideration Payment Date, in the notice published pursuant to Article 41, paragraph 6, of the Issuers’ Regulation.

In case of Reopening of the Acceptance Period, the ﬁ nal results will be published by the Offeror by 7:59 a.m. of the Stock Exchange Trading Day before the Consideration Payment Date after the Reopening of the Acceptance Period (unless extended), in the notice published pursuant to Article 41, paragraph 6, of the Issuers’ Regulation.

In the above mentioned press releases, the Offeror will state whether the requirements for compliance to the Purchase Obligation pursuant to Article 108, paragraph 1, of the TUF or the Purchase Obligation pursuant to Article 108, paragraph 2, of the TUF or the Squeeze-out Right have been fulﬁ lled, specifying the terms and conditions under which the Offeror will, as the case may be, comply with the Purchase Obligation pursuant to Article 108, paragraph 1, of the TUF or the Purchase Obligation pursuant to Article 108, paragraph 2, of the TUF or exercise the Squeeze-out Right, and the timing of the Delisting or the modalities of publication of the press release that will provide such information.

Lastly, in the event that the Offeror decides to exercise the right to modify the Offer terms pursuant to Article 43, paragraph 1, of the Issuers’ Regulation it will give due notice pursuant to article 36 of the Issuers’ Regulation.

98 – YOOX Net-A-Porter Group S.p.A. Offer Document

F.5 MARKETS ON WHICH THE OFFER IS MADE

The Offer is launched in Italy, since the YNAP Shares are listed on the MTA, and is directed, under same conditions, to all shareholders who own YNAP Shares.

The Offer is launched in the United States of America pursuant to Section 14(e) of the U.S. Securities Exchange Act and of the Regulation 14E adopted pursuant to U.S. Securities Exchange Act, and, in any event, in accordance with the requirements of Italian law. For the warning directed to those wh o hold the YNAP Shares and are residents of the United States of America, as well as, generally, to those not resident in Italy, see Paragraph F.10, Section F, of the Offer Document.

F.6 CONSIDERATION PAYMENT DATE

Subject to fulﬁ lment of the Conditions of Effectiveness of the Offer (or waiver thereof by the Offeror), payment of the Consideration to the holders of the YNAP Shares which will be tendered in the Offer will be made on 18 May 2018 (that is the seventh Stock Exchange Trading Day following the last day of the Acceptance Period), upon the simultaneous transfer of the ownership of the YNAP Shares.

In the event of extension of the Acceptance Period, payment of the Consideration will be made on the ﬁ fth Stock Exchange Trading Day following the end of the Acceptance Period as extended. The new payment date, thus established, will be made known to the Offeror through a public notice pursuant to Article 36 of the Issuers’ Regulation.

In case of Reopening of the Acceptance Period, the Consideration Payment Date after the Reopening of the Acceptance Period will be on the ﬁ fth Stock Exchange Trading Day following the Reopening of the Acceptance Period i.e. on 1 June 2018 (unless the Acceptance Period is extended).

On the Consideration Payment Date or, if applicable, on the Consideration Payment Date after the Reopening of the Acceptance Period, the Intermediary Appointed to Coordinate the Collection of Acceptances will transfer the YNAP Shares tendered in the Offer (also during the Reopening of the Acceptance Period) to a securities deposit account of the Offeror.

Interests will not be paid on the Consideration.

F.7 TERMS OF PAYMENT OF THE CONSIDERATION

The Consideration will be paid in cash by the Offeror, through the Intermediary Appointed to Coordinate the Collection of Acceptances, to the Appointed Intermediaries that will transfer the funds to the Depository Intermediaries for crediting to the accounts of their respective customers, in accordance with the instructions provided by the Tendering Shareholders in the Acceptance Form.

The Offeror’s obligation to pay the Consideration under the Offer shall be deemed to have been fulﬁ lled when the Consideration has been transferred to the Appointed Intermediaries. The Tendering Shareholders will bear the entire risk that the Appointed Intermediaries or the Depository Intermediaries fail to transfer such amounts to the parties entitled thereto or delay such transfer.

– 99 YOOX Net-A-Porter Group S.p.A. Offer Document

F.8 LAW GOVERNING CONTRACTS STIPULATED BETWEEN THE OFFEROR AND THE TENDERING SHAREHOLDERS AS WELL AS JURISDICTION.

With respect to acceptance of this Offer, the governing law will be Italian law and Italian Courts shall have jurisdiction.

F.9 TERMS AND CONDITIONS APPLICABLE TO RETURN OF SECURITIES IN THE EVENT THAT THE OFFER AND/OR THE ALLOTMENT IS INVALID.

In the event that one or more of the Conditions of Effectiveness of the Offer is not fulfi lled, without the Offeror’s waiver of the Condition/s of Effectiveness of the Offer, with the consequent ineffectiveness of the Offer, the YNAP Shares tendered in the Offer will be returned to the holders by not later than the fi rst Stock Exchange Trading Day following the date when failure to complete the offer was notifi ed and no expense or fee will be charged.

F.10 OVERSEAS SHAREHOLDERS

A. General

The Offer is being launched in Italy, since the shares are listed on the Stock Exchange Market organised and managed by Borsa Italiana S.p.A. and, without prejudice to paragraph B below, is subject to the disclosure and procedural requirements provided by Italian law.

Except as set forth in paragraph B below, the Offer is not being made available in any jurisdiction where it would not be permitted under applicable law. The acceptance of the Offer by persons residing in certain countries may be subject to speciﬁ c obligations or restrictions imposed by legal or regulatory provisions. Recipients of the Offer are solely responsible for complying with such laws and, therefore, before accepting the Offer, they are responsible for determining whether such laws exist and are applicable, by relying on their own consultants.

The release, publication or distribution of this Offer Document in or into jurisdictions other than Italy and, subject to the terms set forth in paragraph B below, the US may be restricted by law and therefore any persons who are subject to the laws of any such jurisdiction should inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the Offeror and all other companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person. This Offer Document has been prepared for the purpose of complying with Italian law and the information disclosed may not be the same as that which would have been disclosed if this Offer Document had been prepared in accordance with the laws of jurisdictions outside of Italy.

Copies of this Offer Document, its attachment and other related documents will not be, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any jurisdiction where local laws or regulations may result in a signiﬁ cant risk of civil, regulatory or criminal exposure if information concerning the Offer is sent or made available to YNAP shareholders in that jurisdiction or any jurisdiction where to do so would violate the laws of that jurisdiction and persons receiving

100 – YOOX Net-A-Porter Group S.p.A. Offer Document

such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any such jurisdiction.

B. Additional information for US investors

The Offer described herein is made for YNAP Shares and is subject to the laws of Italy. It is important that U.S. shareholders understand that the Offer and any related offer documents (including this Offer Document) are subject to disclosure and takeover laws and regulations in Italy that may be different from the United States. To the extent applicable, the Offer is made in compliance with the U.S. tender offer rules, including Regulation 14E under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the “Tier II” exemption in respect of securities of foreign private issuers provided by Rule 14d-1(d) under the Exchange Act.

The Offeror and its afﬁ liates (including Richemont) may, from time to time, purchase or make arrangements to purchase YNAP Shares outside of the Offer from the time the Offer was ﬁ rst publicly announced until the expiration of the Acceptance Period (or until the end of the Reopening of the Acceptance Period, if applicable), including purchases in the open market at prevailing prices or in private transactions at negotiated prices, in each case, outside of the United States and to the extent permitted by applicable Italian law. Any such purchases will not be made at prices higher than the Consideration or on terms more favourable than those offered pursuant to the Offer unless the Consideration is increased accordingly.

From the date of this Offer Document until the Consideration Payment Date (or the Consideration Payment Date after the Reopening of the Acceptance Period, if applicable), the Offeror, the companies controlling, controlled by or under common control with the Offeror, the relevant directors, members of auditing bodies and general managers and any persons acting in concert with the Offeror must communicate each purchase of YNAP Shares made by them, directly or through representatives, by the end of the day when the purchase is made, to CONSOB, Borsa Italiana and the market and publish the communication on the website indicated by the Offeror in this Offer Document for the purposes of publishing communications, announcements and documents related to the Offer. Such information regarding purchases of shares outside the Offer will also be publicly disclosed in the United States.

Neither the U.S. Securities and Exchange Commission nor any securities commission in any state of the United States has: (i) approved or disapproved the Offer; (ii) passed upon the merits of fairness of the Offer; or (iii) passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense in the United States.

– 101 YOOX Net-A-Porter Group S.p.A. Offer Document

G. O PERATING TERMS, PROPER COMPLIANCE GUARANTEES AND FUTURE PLANS OF THE OFFEROR

G.1 FINANCING THE OFFER AND GUARANTEEING COMPLIANCE

The Offer foresees a Maximum Disbursement of EUR 2,690,079,812.00. In case of the Reopening of the Acceptance Period or exercise of the Purchase Obligation pursuant to Article 108, paragraph 1, of the TUF, the Purchase Obligation pursuant to Article 108, paragraph 2, of the TUF or the Squeeze-out Right, the Offeror might have to purchase additional maximum no. 2,045,598 YNAP Shares that YNAP might issue upon the exercise by the relevant beneﬁ ciaries of the Change of Control Stock Options and, therefore, the maximum total value of the Offer would be increased to EUR 2,767,812,536.00. For further details, see Paragraph E.2, Section E of the Offer Document.

Richemont intends to fi nance the cash consideration payable to YNAP shareholders pursuant to the Offer from existing cash resources and/or third party debt. Richemont has entered into the Facility Agreement with Goldman Sachs International (as arranger and agent) and Goldman Sachs International Bank (as original lender and cash confi rmation issuing bank) to provide backstop fi nancing for the Offer and to support the issuance of the Cash Confi rmation.

Pursuant to the Facility Agreement, the original lender made available to Richemont, as controlling entity of the Richemont Group, the facility in the amount of EUR 3,000,000,000 for the purpose of (a) fi nancing or refi nancing the consideration payable for the purchase of YNAP Shares pursuant to the Offer; (b) supporting the issuance of (and payments required to be made in respect of) the Cash Confi rmation by Goldman Sachs International Bank itself; (c) fi nancing or refi nancing any purchase of YNAP Shares on the market or from third parties (also through block sale); and (d) fi nancing or refi nancing certain related fees, costs and expenses incurred by Richemont or any of its subsidiaries or with any other purchase of YNAP Shares under (c) above.

According to the Facility Agreement, an amount equal to the amount from time to time necessary to pay the Consideration for the YNAP Shares and the related costs and expenses and, therefore, in any casi sufﬁ cient to cover the Maximum Disbursement (up to the maximum total amount of the facility of EUR 3,000,000,000), shall be paid within the third Stock Exchange Trading Day before the Consideration Payment Date into an escrow account opened in the name of the Offeror with a third-party bank (the “Escrow Account”). The amounts paid into the Escrow Account at any one time can only be used to transfer in favour of the Intermediary Appointed to Coordinate the Collection of Acceptances (or, in case of exercise of the Squeeze- out Right, in favour of the different bank with which the relevant bank account shall be opened) the necessary funds to pay the Consideration for the purchase of the YNAP Shares and related costs and expenses.

If the Offeror decide to make use of other sources of ﬁ nancing for the Consideration (including, without limitation, the proceeds deriving from the Bond), the relevant funds, if they are received before the disbursement of the facility, will have to be paid into the Escrow Account (thus reducing the amount of the available facility) or, in case they are received after the disbursement of the facility, will have to be used to reimburse to the ﬁ nancing bank the facility previously disbursed, without prejudice to the balance standing to the credit of the escrow agreement as replenished using the proceeds of the preceding drowdown of the facility and to the above escrow mechanism.

102 – YOOX Net-A-Porter Group S.p.A. Offer Document

In no event shall the above-mentioned mechanism affect the obligations undertaken by Goldman Sachs International Bank pursuant to the Cash Conﬁ rmation, which once issued, shall remain in any case fully valid and effective irrespectively of the fate and the actual utilisation and disbursement of the facility.

The Facility Agreement does not provide for any undertaking of the Offeror to use the cash ﬂ ows deriving from the distribution of dividends and/or available reserves of the Issuer to reimburse or secure the facility obtained under the Facility Agreement to fulﬁ l the Offeror’s payment obligations relating to the Offer.

Funds of the Richemont Group necessary to pay the Consideration, both from the Facility Agreement or from other resources, will be ultimately made available to the Offeror through a proper combination of interest-bearing intercompany loans and equity injections or, in any case, of net equity (coherently with the Richemont Group’s corporate structure and the relevant entities) in a proportion which is expected to be equal to 30% debt/70% share capital or net equity.

The main terms and conditions of the Facility Agreement are set out below. Facility EUR 3,000,000,000 term loan bridge facility made available pursuant to the facility agreement entered into on 22 January 2018 between Richemont (as borrower), Goldman Sachs International (as arranger and agent) and Goldman Sachs International Bank (as original lender and cash confi rmation issuing bank) Amount EUR 3,000,000,000 Borrower Richemont Mandated Lead Arranger Goldman Sachs International Lenders Goldman Sachs International Bank Agent Goldman Sachs International Cash Confi rmation Issuing Goldman Sachs International Bank Bank Ranking The Facility will be a senior, unsecured facility and rank pari passu with all other senior debt of Richemont. Termination Date Six months from the fi rst utilisation date. Availability Period From the date of the Facility Agreement to the date falling 10 months after the date of the Facility Agreement. Utilisation A utilisation request will be sent at least two business days before the expected utilisation date. Repayment The Facility is required to be repaid in full on the date falling six months after the fi rst utilisation date. Mandatory Prepayment In line with market practice for similar transactions, in the event of, among other things: (i) a change of control of Richemont; (ii) the su- pervening illegality of the transactions for the Lenders; and (iii) the receipt of the net proceeds of any issue of ordinary shares in Richemont (or in any other member of the Richemont Group) or of any debt fi nancing raised in the capital markets and/or any bank fi nancing raised in either the bilateral or syndicated loan market by Richemont or by any other member of the Richemont Group (subject to certain carve-outs).

– 103 YOOX Net-A-Porter Group S.p.A. Offer Document

Voluntary Prepayment Voluntary prepayment is permitted on three business days’ notice. Margin The opening margin shall be 0.30% per annum, stepping up by 0.15% every 3 months after the date of the Facility Agreement. Interest The aggregate of (i) the applicable Margin and (ii) EURIBOR, provided that the rate shall not be less than zero. Payment of Interest and Inte- Interest is payable on the last day of each interest period (and, in the rest Period case of interest periods longer than six months, on the dates falling at six-monthly intervals after the fi rst day of the interest period). Each interest period shall be one, three or six months or any other period agreed between Richemont and the Lenders. Representations and warran- The representations and warranties are in line with market practice for ties similar transactions and include (among other things) those relating to the due incorporation of Richemont, its corporate power and authority to enter into the Facility Agreement (and related fi nance documents), the validity and binding nature of its obligations under the Facility Agreement (and related fi nance documents), the absence of confl icts with its other obligations, its solvency, the accuracy of information provided, choice of law, absence of material litigation and compliance with sanctions and anti-corruption laws. General covenants The covenants are in line with market practice for similar transactions and include (among other things) information undertakings, compliance with laws, and restrictions on Richemont in relation to change of business, mergers, dividends to shareholders of Richemont, and disposals of assets (in each case subject to customary carve-outs). Financial covenants The Facility Agreement contains no fi nancial covenants. Events of default The events of default are in line with market practice for similar transactions and include (among other things) non-payment of amounts due, non-performance of other obligations, misrepresentation, cross- default, liquidation, attachment or distress, inability to pay debts, cessation of business, unlawfulness or repudiation of the Facility Agreement (and related fi nance documents), the Offeror ceasing to be a wholly-owned subsidiary of Richemont. Governing Law English law Jurisdiction English courts

In order to guarantee the full and correct performance of the Offeror’s payment obligations relating to the Offer pursuant to, and for the purpose of, Article 37-bis, paragraph 3, of the Issuers’ Regulation, Goldman Sachs International Bank has issued a letter (the “Cash Conﬁ rmation”) by which it has irrevocably and unconditionally undertaken to make available to the Intermediary Appointed to Coordinate the Collection of Acceptances or in case of exercise of the Squeeze- out Right, on the account which will be for that purpose opened with a different bank, at the simple request of the same or, in case of the exercise of the Squeeze- out Right, of the Offeror, the amount due by the Offeror as the purchase price for the YNAP Shares tendered in the Offer and the YNAP Shares purchased in execution of the Purchase Obligation pursuant to Article 108, paragraph 1, of the TUF, the Purchase

104 – YOOX Net-A-Porter Group S.p.A. Offer Document

Obligation pursuant to Article 108, paragraph 2, of the TUF and/or the Squeeze- out Right, up to a maximum aggregate amount equal to the Maximum Disbursement, so as to allow, as the case may be, the Intermediary Appointed to Coordinate the Collection of Acceptances to make the due payments on the relevant due payment dates on behalf of the Offeror and, in relation to the Squeeze- out Right, to deposit the purchase price of the relevant YNAP Shares pursuant to Article 111, paragraph 3, of the TUF.

On 6 March 2018, Richemont mandated Goldman Sachs International as sole bookrunner to arrange a series of ﬁ xed income investor meetings across Europe commencing on 9 March 2018. Subject to market conditions, it is possible that a euro-denominated, senior unsecured bond, intended to be listed on the Luxemburg stock exchange, to be issued in accordance with the Regulation S pursuant to the United States Securities Act of 1933, as amended, which rules the governing offers and sales made outside the United States of America without registration under the Securities Act itself, potentially including multiple series with maturities of 8 years, 12 years and 20 years, may be issued following completion of such meetings (the “Bond”). It is intended that the Bond would be issued by Richemont Luxco and is expected to have a rating of A+ (stable) by Standard & Poor’s equivalent to the Group’s Rating.

It is intended that any such bond would be on customary market terms appropriate for an issuer of Richemont’s rating and that the proceeds of the Bond would be used for general corporate purposes of the Richemont Group, which may include funding, in whole or in part, the Consideration.

If the Bond is issued, it would not contain any undertaking or covenant of the Offeror nor in relation to the Offer, and the intercompany funding to the Offeror and the terms of the interest-bearing intercompany loans would not differ from those put in place in circumstances where the Bond is not issued.

G.2 R EASONS FOR MAKING THE OFFER AND THE OFFEROR’S PLANS FOR THE FUTURE

G.2.1 Reasons for making the Offer

Richemont has been committed to the Net-A-Porter business since its infancy, becoming a minority investor ﬁ rst, and then a controlling shareholder in 2010. Since the Net-A-Porter merger with Yoox S.p.A. in 2015, Richemont has continued to support the combined group as its largest shareholder, convinced of the compelling market opportunity and impressed with the quality of YNAP’s management team, led by Mr Federico Marchetti, YNAP’s managing director.

As the digital channel becomes increasingly critical to engage with customers in the luxury industry, Richemont intends to further strengthen its commitment to this channel.

Therefore, the Offer is a tool to implement the Offeror’s plan aimed at acquiring the Issuer’s entire share capital and achieving the Delisting. The Delisting could result from (i) the fulﬁ lment of the Purchase Obligation pursuant to Article 108, paragraph 1, of the TUF and/or Purchase Obligation pursuant to Article 108, paragraph 2, of the TUF and/or the exercise of the Squeeze-out Right; or (ii) the merger of YNAP into the Offeror after completion of the Offer.

– 105 YOOX Net-A-Porter Group S.p.A. Offer Document

capital) over the share capital of the Issuer, it is worth noting that such goal is in line with the strategy pursued by the Richemont Group in acquisition transactions over the past years. In fact, Richemont typically aims to acquire the entire share capital of its targets as the full control allows Richemont to more easily achieve long-term business targets of its subsidiaries by increasing operating and decision- making ﬂ exibility and enabling Richemont to provide full support and to share information with its subsidiaries, without the constraints imposed by the presence of minority shareholders. It also allows the subsidiaries to focus on their businesses without the obligations of public reporting and other regulatory requirements related to listed company status.

This is consistent with general trends in the luxury sector, in light of the growing importance of the digital channel in sales, marketing and communication, for luxury consumers, who increasingly require an omni-channel offer alongside and in combination with brick & mortar retail activities. In recent years, sales through the digital channel have signiﬁ cantly outperformed the physical retail channel, and industry experts expect this trend to accelerate in the future. The e-commerce space has also seen continued strategic and M&A activity recently, which is further reshaping the competitive landscape.

In light of these trends, over the past months, the Richemont Group has decided to enhance its digital know-how and presence, and to achieve this objective has undertaken several initiatives such as recruiting highly qualiﬁ ed professional ﬁ gures as members of board, senior management and other key personnel. It is in this context that Richemont has also reached the decision to launch the Offer.

G.2.2 The Offeror’s plans for the future

As part of Richemont, YNAP would continue to be run as a separate business alongside Richemont Group’s other businesses, ensuring it remains a neutral and highly attractive platform for third party luxury brands.

Richemont has recognised the central role of YNAP’s current top management as a key element of its success, its growth and its activities. Therefore, Richemont intends to keep YNAP’s headquarters in Italy and grant the continuity of YNAP’s business and entrepreneurial culture.

106 – YOOX Net-A-Porter Group S.p.A. Offer Document

G.2.3 Investments and their ﬁ nancial coverages

As at the Offer Document Date, the Offeror and Richemont have not made any plans in respect to commitments of expenditure for investments of particular importance beyond those normally required for the operational management of the business areas in which YNAP is involved.

G.2.4 Restructuring and/or reorganisation

As at the Offer Document Date, no decision has been taken by the Offeror with respect to reorganisations involving YNAP and the YNAP Group (e.g., demergers or spin-offs) to be carried out in the twelve months following the Consideration Payment Date.

Richemont attaches great importance to the skills and experience of the existing management and employees of YNAP.

The Richemont Group intends to put in place appropriate incentivisation arrangements with key members of YNAP management which will take effect as soon as feasible after completion of the Offer, with the aim of continuing to reward and retain such key people.

The Offeror intends to fully safeguard the existing employment rights of all of YNAP’s employees following completion of the Offer, in accordance with statutory and contractual requirements.

G.2.5 Envisaged changes in the composition of the corporate bodies

The board of directors of YNAP will expire following its approval of the ﬁ nancial statements as at 31 December 2017. The new board of directors of YNAP is scheduled to be appointed by the shareholders’ meeting of YNAP called for 20 April 2018 (i.e. prior to the completion of the Offer). It is the intention of the Offeror that, after completion of the Offer, the composition of the board is readjusted in order to reﬂ ect the fact that the Offeror will have become the controlling shareholders of YNAP and, if applicable, the fact that YNAP may no longer be listed on the MTA.

G.2.6 Amendments to the articles of association

With reference to the governance of the Issuer, upon completion of the Offer and as a consequence of it, the following scenarios may apply: (i) if the conditions for the Delisting are not met, the Offeror may propose the amendment of the articles of association in order to (i) allow Richemont UK, a company indirectly controlled by Compagnie Rupert, to freely convert its ‘B’ shares into YNAP Shares; (ii) remove any restriction to the right of owners of ‘B’ shares to designate members of the board of directors and vote the relevant resolutions. This latter amendment may allow the Offeror to appoint more than two members of the board of directors of the Issuer, coherently with the controlling shareholding then held by the Offeror and the Persons Acting in Concert; (ii) if, upon occurrence of the relevant conditions, the Delisting is ordered by Borsa Italiana, the Offeror may promote the amendment of the existing articles of association of YNAP in order to adapt the articles of association of YNAP to those of an unlisted company. This would also

– 107 YOOX Net-A-Porter Group S.p.A. Offer Document

include the removal of any restriction to convert ‘B’ shares into YNAP Shares and to the right of owners of ‘B’ shares to designate members of the board of directors and to vote in the relevant resolutions. As a consequence of this latter amendment, Richemont UK will be entitled to freely convert all its ‘B’ shares into YNAP Shares.

Please note that the amendment relating to the removal of any restriction to the right of owners of ‘B’ shares to designate members of the board of directors and vote the relevant resolutions could have an impact on the other YNAP’s shareholders only if Richemont UK decided, following removal of any restriction to convert ‘B’ shares, to convert only part of the ‘B’ shares. Richemont UK is indeed the only shareholder holding ‘B’ shares and if, upon removal of the restrictions provided under article 5.5 of the articles of association of YNAP, Richemont UK converts all its ‘B’ shares, the provisions of the articles of association of YNAP related to ‘B’ shares would no longer apply in practice.

G.3 INTENTION OF NOT RESTORING THE FLOAT AND ACTIONS IN ACCORDANCE WITH ARTICLES 108 AND 111 OF THE TUF

The Offer is aimed at the acquisition of the entire ordinary share capital of the Issuer and the Delisting.

As a consequence, in the event that – as an effect of the acceptances of the Offer (including the potential Reopening of the Acceptance Period), of any purchase made outside of the Offer during the Acceptance Period (or within the end of the potential Reopening of the Acceptance Period) and of the potential Conversion until the date of the Press Release on the Offer Results (or of the press release on the results of the Reopening of the Acceptance Period, if applicable) – the Offeror and the Persons Acting in Concert hold an overall shareholding greater than 90% of the ordinary share capital of the Issuer, the Offeror hereby declares, also pursuant to Article 108, paragraph 2, of the TUF, its intention not to restore a free fl oat suffi cient to ensure the regular trading of the YNAP Shares on the MTA. Therefore, the Offeror will fulfi l the Purchase Obligation pursuant to Article 108, paragraph 2, of the TUF with respect to any shareholders of YNAP so requesting.

The Offeror will disclose in the Press Release on the Offer Results (or in the press release on the results of the Reopening of the Acceptance Period, if applicable), which will be published in accordance with Article 41, paragraph 6, of the Issuers’ Regulation, whether the requirements for the Purchase Obligation pursuant to Article 108, paragraph 2, of the TUF are met. The above mentioned notice will also provide information on: (i) the quantity of remaining YNAP Shares (either as number of YNAP Shares and as percentage of the overall ordinary share capital of the Issuer); and (ii) the procedures and the terms pursuant to which the Offeror will comply with the Purchase Obligation pursuant to Article 108, paragraph 2, of the TUF, as well as the timing for the Delisting or how such information could be found.

Pursuant to Article 2.5.1, paragraph 6, of the Stock Exchange Regulation, if the conditions of the Purchase Obligation pursuant to Article 108, paragraph 2, of the TUF are met, save for what is provided with respect to the Joint Procedure, Borsa Italiana will order the Delisting starting on the ﬁ rst Stock Exchange Trading Day following the day of payment of the price relating to the procedure for the fulﬁ lment of the Purchase Obligation pursuant to Article 108, paragraph 2, of the TUF.

In the event that – as an effect of the acceptances of the Offer (including the potential Reopening of the Acceptance Period), of any purchase made outside of the Offer during the Acceptance Period (or

108 – YOOX Net-A-Porter Group S.p.A. Offer Document

within the end of the potential Reopening of the Acceptance Period) and of the potential Conversion until the date of the Press Release on the Offer Results (or of the press release on the results of the Reopening of the Acceptance Period, if applicable) and the fulﬁ lment of the Purchase Obligation pursuant to Article 108, paragraph 2, of the TUF – the Offeror and the Persons Acting in Concert hold an overall shareholding equal or greater than 95% of the ordinary share capital of the Issuer, the Offeror declares that it will fulﬁ l the obligation to purchase the remaining outstanding YNAP Shares from any shareholders of YNAP so requesting, pursuant to Article 108, paragraph 1, of the TUF.

Further, the Offeror declares its intention to exercise the Squeeze-out Right pursuant to Article 111 of the TUF on the remaining outstanding YNAP Shares.

Therefore the Offeror, by exercising the Squeeze-out Right, will simultaneously fulﬁ l the Purchase Obligation pursuant to Article 108, paragraph 1, of the TUF with respect to the shareholders of YNAP so requesting, by carrying out the Joint Procedure. The Squeeze-out Right will be exercised as soon as possible after the completion of the Offer (including the potential Reopening of the Acceptance Period) or the conclusion of the procedure for the fulﬁ lment of the Purchase Obligation pursuant to Article 108, paragraph 2, of the TUF.

The Offeror will disclose whether or not the legal requirements for the exercise of the Squeeze-out Right are met in the Press Release on the Offer Results (or in the press release on the results of the Reopening of the Acceptance Period, if applicable) or in the press release on the results of the procedure for the fulﬁ lment of the Purchase Obligation pursuant to article 108, paragraph 2, of the TUF.

Pursuant to Article 2.5.1, paragraph 6, of the Stock Exchange Regulation if the conditions of the Purchase Obligation pursuant to Article 108, paragraph 1, of the TUF and of the Squeeze-out Right are met, Borsa Italiana will order the Delisting, taking into account the timing for the exercise of the Squeeze-out Right.

Please note that, for the purpose of calculating the thresholds provided for by Articles 108, paragraph 1, and 111 of the TUF, the YNAP Shares held by the Issuer will be added to the Offeror’s shareholding (numerator) without being deducted from the Issuer’s share capital (denominator).

Upon settlement of the Offer, the Offeror reserves the right to carry out, in compliance with applicable laws and corporate governance procedure, the Merger.

In such case, the shareholders of the Issuer, which have not accepted the Offer and which would have not taken part to the resolution approving the Merger, will have the Withdrawal Right.

Please note that the liquidation value of the YNAP Shares for which the Withdrawal Right has been exercised will be determined pursuant to Article 2437-ter, paragraph 3, of the Civil Code, by making reference to the arithmetical average of the closing prices in the six months preceding the publication of the call of the shareholders’ meeting voting on the Merger.

– 109 YOOX Net-A-Porter Group S.p.A. Offer Document

G.4 CONVERSION OF THE ‘B’ SHARES

G.4.1 Conversion of the ‘B’ shares YNAP Shares during the Offer

As indicated in the Warning Section A.1 of the Offer Document, Richemont UK, a company indirectly controlled by Compagnie Rupert, reserves its right to convert its ‘B’ shares into YNAP Shares in compliance with the current provisions of article 5.5 of the articles of association of YNAP. Such provision grants the owners of class ‘B’ shares of YNAP and, therefore, Richemont UK’s right to convert the class ‘B’ shares at a ratio of 1 YNAP Share per each class ‘B’ share converted (and, therefore, without any consideration) at any time under the condition that the overall number of YNAP Shares owned after the conversion by Richemont (including the YNAP Shares owned by the controlling company, the controlled companies and the companies under common control on the basis of the deﬁ nition of control provided by IAS and IFRS, from time to time applicable, and therefore by the Persons Acting in Concert) does not exceed 25% of the share capital represented by YNAP Shares. As a consequence of the above, the Conversion cannot be carried out after completion of the Offer at the Consideration Payment Date (and, therefore, cannot be carried out during the Reopening of the Acceptance Period).

Therefore, Richemont UK will be able to convert the ‘B’ shares into YNAP Shares only within the limits set out in YNAP’s articles of association, i.e. until reaching an overall amount of YNAP Shares not exceeding 25% of the ordinary share capital of the Issuer.

The Conversion may be carried out by Richemont UK to allow the Offeror, together with the Persons Acting in Concert: (i) to exceed the Waiver Minimum Threshold and to fulﬁ l the Minimum Acceptance Level Condition, taking into account (a) the YNAP Shares deriving from the Conversion allotted to Richemont UK within the moment of the press release on the provisional results of the Offer, and (ii) the YNAP Shares that, at the time of the press release on the provisional results of the Offer, still have to be allotted to Richemont UK upon requests for Conversion already made to the Issuer at that moment; (ii) to exceed 90% of the ordinary share capital of the Issuer and to meet the conditions for the Delisting following the fulﬁ lment of the Purchase Obligation pursuant to Article 108, paragraph 2, of the TUF, taking into account the YNAP Shares deriving from the Conversion allotted to Richemont UK within the moment of the Press Release on the Offer Results; or, under certain conditions, (iii) to reach 95% of the ordinary share capital of the Issuer for the purpose of the application of Article 111 of the TUF and, consequently, the exercise of the Squeeze-out Right.

Please note that Richemont UK currently holds 22,786,452 YNAP Shares, representing 24.76% of YNAP’s ordinary share capital. The outstanding Stock Options that become exercisable in the ordinary course in March 2018 and will therefore become exercisable during the Acceptance Period (or during the Reopening of the Acceptance Period) are 1,541,973.

For the above mentioned purposes, Richemont UK could require the assignment, upon Conversion, of a maximum amount of YNAP Shares equal to: (i) no. 296,748, assuming that none of the Stock Options are exercised and, therefore, it could hold an overall maximum amount of YNAP Shares equal to 23,059,945(45) ;

(45) Please note that, during the Acceptance Period, the Change of Control Stock Options will not be exercisable since the condition for their exercise is not fulﬁ lled.

110 – YOOX Net-A-Porter Group S.p.A. Offer Document

(ii) no. 810,739, assuming the exercise and subscription of all the Stock Options and, therefore, in such case, it could hold an overall maximum amount of YNAP Shares equal to 23,083,200(46).

In both cases under (i) and (ii), the Offeror’s shareholding, taking into account the ordinary share capital of YNAP and of the YNAP Shares held by Richemont UK, would be equal to maximum 25% of the ordinary share capital of YNAP.

In light of the above, in order to exceed the 90% threshold of YNAP Shares through the Conversion, the Offeror, together with the Persons Acting in Concert, at the end of the Acceptance Period, should come to own a percentage of the ordinary share capital of YNAP equal to 89.13%, assuming the exercise and subscription of all the Stock Options and equal to 89.70% assuming the none of the Stock Options are exercised.

The above percentages have been calculated as shown in the table below:

A. – calculation of the percentage assuming the exercise and subscription of all the Stock Options

A No. of YNAP Shares outstanding at the Offer Document Date 92,036,053 B No. of YNAP Shares owned by Richemont UK at the Offer Document Date 22,786,452 C No. of maximum YNAP Shares that the Issuer would issue to service the Stock Options 1,541,973 D = (A + C) No. of YNAP Shares outstanding at the end of the Acceptance Period 93,578,026 E No. of ‘B’ shares of YNAP that Richemont could convert to reach, together with the Offeror, to 25% 810,739 F = D*90% 90% threshold of YNAP’s share capital at the end of the Acceptance Period 84,220,224 G = F - E No. of YNAP Shares that the Offeror will have to own at the end of the Acceptance Period (together with Richemont UK) to meet the 90% threshold of YNAP’s share capital after the conversion 83,409,485 H = G - B No. of YNAP Shares that the Offeror will have to buy during the Acceptance Period to meet (together with Richemont UK) the 90% threshold of YNAP’s share capital after the conversion 60,623,033 H = G/D Percentage that the no. of YNAP Shares that the Offeror will have to own at the end of the Acceptance (in percentage) Period (together with Richemont UK) to meet the 90% threshold of YNAP’s share capital after the conversion represent with respect to the no. of YNAP Shares outstanding at the end of the Acceptance Period 89.13%

B. – calculation of the percentage assuming that none of the Stock Options are exercised

A No. of YNAP Shares outstanding at the Offer Document Date 92,036,053 B No. of YNAP Shares owned by Richemont UK at the Offer Document Date 22,786,452 C No. of ‘B’ shares of YNAP that Richemont could convert to reach, together with the Offeror, to 25% 296,748 D = A*90% 90% threshold of YNAP’s share capital at the end of the Acceptance Period 82,832,448 E = D - C No. of YNAP Shares that the Offeror will have to own at the end of the Acceptance Period (together with Richemont UK) to meet the 90% threshold of YNAP’s share capital after the conversion 82,558,955 H = G - B No. of YNAP Shares that the Offeror will have to buy during the Acceptance Period to meet (together with Richemont UK) the 90% threshold of YNAP’s share capital after the conversion 59,772,503 H = G/D Percentage that the no. of YNAP Shares that the Offeror will have to own at the end of the Acceptance (in percentage) Period (together with Richemont UK) to meet the 90% threshold of YNAP’s share capital after the conversion represent with respect to the no. of YNAP Shares outstanding at the end of the Acceptance Period 89.70%

(46) See footnote preceding.

– 111 YOOX Net-A-Porter Group S.p.A. Offer Document

As mentioned above, in order to allow the Offeror to include the YNAP Shares resulting from the Conversion for the purposes of exceeding or reaching the above thresholds in view of the Delisting, the Conversion should be exercised in compliance with and within the terms set by article 5.7 of the articles of association of YNAP by means of requests made before the press release on the provisional results of the Offer and the YNAP Shares resulting from the Conversion should be issued before the issuance of the Press Release on the Offer Results. Article 5.7 of YNAP’s articles of association provides, inter alia, in case of Conversion, the board of directors must take all actions necessary to ensure that the YNAP Shares issued for the purposes of the Conversion itself are issued within the ﬁ fth Stock Exchange Trading Day of the calendar month following the submission by the holder of ‘B’ shares of the relevant request, and in any case within the time required by the applicable law and regulation.

G.4.2 Conversion of the ‘B’ shares into YNAP Shares following the completion of the Offer

In particular, the Offeror reserves the right to amend YNAP’s articles of association, removing the provisions under article 5 of the articles of association that restrict the right of the owners of ‘B’ shares to convert their ‘B’ shares into YNAP Shares. Such amendment will be essential to allow Richemont UK to freely convert its ‘B’ shares.

Subject to the above amendment, Richemont UK may ask for, in the absence of any restriction in the articles of association, the conversion of all or part of the ‘B’ shares. Below are the possible scenarios in which the conversion, following the completion of the Offer, would have an impact on the shareholding held by the other YNAP’s shareholders: (i) the Offeror (together with the Persons Acting in Concert) comes to hold a shareholding above 90% but below 95% of YNAP’s ordinary share capital. Borsa Italiana, following the fulﬁ lment of the Purchase Obligation pursuant to Article 108, paragraph 2, of the TUF, orders the Delisting. Richemont UK converts its class ‘B’ shares solely to increase its shareholding in the Issuer (also in light of the potential Merger for reorganizational purposes), the other YNAP’s shareholders are diluted; (ii) the Offeror (together with the Persons Acting in Concert) comes to hold a shareholding equal or below 90% and waives the Minimum Acceptance Level Condition, determining the Reopening of the Acceptance Period and the effectiveness of the Offer. If, following the Reopening of the Acceptance Period, the Offeror (together with the Persons Acting in Concert) comes to hold a shareholding in YNAP’s ordinary share capital: a. above 90% but below 95%, what stated in point (i) above shall apply; b. above 87.39% of YNAP’s ordinary share capital, calculated on the basis of YNAP’s ordinary share capital before the exercise and subscription of all the Change of Control Stock Options, or 85.52% of YNAP’s ordinary share capital, calculated on the basis of YNAP’s ordinary share capital after the exercise and subscription of all the Change of Control Stock Options(47), but not above 90%, Richemont UK converts the class ‘B’ shares, thus exceeding the 90% of YNAP’s ordinary share capital and diluting the other YNAP’s shareholders. As a consequence of the conversion, (1) the Offeror has the Purchase Obligation pursuant to Article 108, paragraph 2, of the TUF, and (2) upon fulﬁ lment of the

(47) Assuming the exercise and the subscription of all the Stock Options and assuming that no class ‘B’ shares are converted during the Acceptance Period (or during the Reopening of the Acceptance Period).

112 – YOOX Net-A-Porter Group S.p.A. Offer Document

same, Borsa Italiana orders the Delisting. In this scenario, the other YNAP’s shareholders will not have the Withdrawal Right following the Delisting; c. equal or below 87.39% or 85.52% of YNAP’s ordinary share capital, calculated as described under point b(48). Richemont UK converts the class ‘B’ shares non exceeding however the 90% threshold of YNAP’s ordinary share capital. The YNAP Shares remain listed and the only consequence of the conversion is the dilution of the shareholding of the other YNAP’s shareholders.

In all the above scenario, the Offeror reserves the right to carry out the Merger in relation to which please see Warning A.10.1.c of this Offer Document.

The above-described thresholds of 85.52% and 87.39% have been calculated as shown in the following table:

A No. of YNAP Shares outstanding at the Offer Document Date 92,036,053 B No. of YNAP Shares owned by Richemont UK at the Offer Document Date 22,786,452 C No. of maximum YNAP Shares that the Issuer would issue to service the Stock Options 1,541,973 D No. of maximum YNAP Shares that the Issuer would issue to service the Change of Control Stock Options 2,045,598 E = (A + C + D) No. of YNAP Shares outstanding upon completion of the Offer(1) (2) 95,623,624 F No. of ‘B’ shares of YNAP at the Offer Document Date and upon completion of the Offer(2) 42,813,145 G = (E + F) No. of maximum YNAP Shares upon completion of the Offer(1) 138,436,769 H = G*90% 90% threshold of YNAP’s share capital after the conversion(1) 124,593,093 I = H - F No. YNAP Shares that the Offeror will have to own at the completion of the Offer (together with Richemont UK) in order to meet the 90% threshold of YNAP’s share capital after the conversion(1) (2) 81,779,948 L = I - B No. YNAP Shares that the Offeror will have to purchase in the course of the Offer to meet (together with Richemont UK) the 90% threshold of YNAP’s share capital after the conversion(1) 58,993,496 M = I/E Percentage that the no. of YNAP Shares the Offeror will have to own upon completion of the (in percentage) Offer (together with Richemont UK) to meet the 90% threshold of YNAP’s share capital after the conversion(1) (2) represent with respect to the no. of YNAP Shares outstanding upon completion of the Offer(1) (2) 85.52% N = I/(A + C) Percentage that the no. of YNAP Shares the Offeror (together with Richemont UK) will have to own (in percentage) immediately upon the Consideration Payment Date after the Reopening of the Acceptance Period(3) (2) to meet the 90% threshold of YNAP’s share capital after the conversion represent with respect to the no. of YNAP Shares outstanding upon completion of the Offer(1) (2) 87.39%

(1) assuming the exercise and subscription of all Stock Options and Change of Control Stock Options (2) assuming there be no conversion of class ‘B’ shares during the Acceptance Period (3) calculated solely on YNAP Shares comprising the Offer (and, therefore, excluding the shares resulting from the exercise and subscription of the Change of Control Stock Options) assuming the exercise and subscription of all the Stock Options

For clariﬁ cation purposes, the table below shows that the percentage of YNAP’s ordinary share capital that the Offeror, together with the Persons Acting in Concert, should come to hold after completion of the Offer in order to meet the 95% threshold through the conversion of all the class ‘B’ shares owned by Richemont UK carried out after the amendment of YNAP’s articles of association, should be equal to (i) 94.79% of YNAP’s ordinary share capital, calculated on the basis of YNAP’s ordinary share capital before the exercise and subscription of all the Change of Control Stock Options, or (ii) 92.76% of YNAP’s ordinary share capital, calculated on the basis of YNAP’s ordinary share capital after the exercise and subscription of all the Change of Control Stock Options(49). Therefore, in no case could the Offeror, also together with the Persons Acting in Concert, meet the 95% threshold of YNAP’s

(48) See the preceding footnote. (49) Assuming the exercise and the conversion of all the Stock Options and assuming that none of the class ‘B’ shares are converted during the Acceptance Period (or during the potential Reopening of the Acceptance Period).

– 113 YOOX Net-A-Porter Group S.p.A. Offer Document

ordinary share capital through the conversion of all the class ‘B’ shares of YNAP by Richemont UK, if, upon completion of the Offer, the Offeror comes to hold a shareholding not exceeding 90% of YNAP’s ordinary share capital.

A No. of YNAP Shares outstanding at the Offer Document Date 92,036,053 B No. of YNAP Shares owned by Richemont UK at the Offer Document Date 22,786,452 C No. of maximum YNAP Shares that the Issuer would issue to service the Stock Options 1,541,973 D No. of maximum YNAP Shares that the Issuer would issue to service the Change of Control Stock Options 2,045,598 E = (A + C + D) No. of YNAP Shares outstanding upon completion of the Offer(1) (2) 95,623,624 F No. of ‘B’ shares of YNAP at the Offer Document Date and upon completion of the Offer(2) 42,813,145 G = (E + F) No. of maximum YNAP Shares upon completion of the Offer(1) 138,436,769 H = G*95% 95% threshold of YNAP’s share capital after the conversion(1) 131,514, 931 I = H - F No. YNAP Shares that the Offeror will have to own at the completion of the Offer (together with Richemont UK) in order to meet the 95% threshold of YNAP’s share capital after the conversion(1) (2) 88,701,786 L = I - B No. YNAP Shares that the Offeror will have to purchase in the course of the Offer to meet (together with Richemont UK) the 95% threshold of YNAP’s share capital after the conversion(1) 65,915,334 M = I/E Percentage that the no. of YNAP Shares the Offeror will have to own upon completion of the (in percentage) Offer (together with Richemont UK) to meet the 95% threshold of YNAP’s share capital after the conversion(1) (2) represent with respect to the no. of YNAP Shares outstanding upon completion of the Offer (1) (2) 92.76% N = I/(A + C) Percentage that the no. of YNAP Shares the Offeror will have to own immediately upon the (in percentage) Consideration Payment Date (or the Consideration Payment Date after the Reopening of the Acceptance Period, if applicable)(3) (2) to meet (together with Richemont UK) the 95% threshold of YNAP’s share capital after the conversion represent with respect to the no. of YNAP Shares outstanding upon completion of the Offer(1) (2) 94.79%

(1) assuming the exercise and subscription of all Stock Options and Change of Control Stock Options (2) assuming there be no conversion of class ‘B’ shares during the Offer (3) calculated solely on YNAP Shares comprising the Offer (and, therefore, excluding the shares resulting from the exercise and subscription of the Change of Control Stock Options) assuming the exercise and subscription of all the Stock Options

In all the scenarios of conversion, the shareholding of the other YNAP’s shareholders would be diluted from a minimum of 30.3% up to a maximum of 30.9%, depending on whether, during the Offer, Richemont UK converts or does not convert the maximum number of class ‘B’ shares convertible in accordance with article 5.5 of the articles of association of YNAP(50).

The conversion would in any case be carried out after the completion of the Offer in compliance with article 5.7 of the articles of association of YNAP.

Please also note that: (i) in case the 90% threshold of the ordinary share capital of YNAP is exceeded as a consequence of the conversion of the ‘B’ shares by Richemont UK and as a consequence the Delisting is achieved, the Offeror reserves the right to proceed with the Merger for reorganizational purposes; (ii) in case the 90% threshold of the ordinary share capital of YNAP is not exceeded as a consequence of the conversion of the ‘B’ shares by Richemont UK and as a consequence the Delisting is not achieved, Richemont reserves the right to proceed with the Merger to obtain the Delisting.

(50) Assuming the exercise and the conversion of all the Stock Options and the Change of Control Stock Options.

114 – YOOX Net-A-Porter Group S.p.A. Offer Document

H.1 AGREEMENTS AND FINANCIAL AND/OR COMMERCIAL TRANSACTION RESOLVED OR CARRIED OUT IN THE TWELVE MONTHS PRECEDING THE PUBLICATION OF THE OFFER BETWEEN THE ABOVE PERSONS WHICH COULD HAVE OR HAVE HAD SIGNIFICANT EFFECTS ON THE ACTIVITIES OF THE OFFEROR AND/OR THE ISSUER

Since 1 January 2017, Richemont (through its controlled legal entities), on the one hand, and YNAP (through its controlled legal entities), on the other, have entered into a series of contacts in the form of e-commerce agreements falling within one the following categories: (i) authorised dealer agreements for the US, Asia, and Europe, with regard to the online sale of Richemont products on YNAP online platforms; (ii) agreements for the creation of, or the extension of an already existing, shop-in-shop websites for Richemont products on www.yoox.com; and (iii) agreement for the sale of certain Richemont products for a limited period of time on www.net-a- porter.com.

In particular, as for point (i) above, the Richemont signatory parties are: Piaget (through different legal entities), IWC (through its different legal entities), Baume & Mercier (through different legal entities), Jaeger-LeCoutre (through different legal entities), and Panerai (through different legal entities); the YNAP signatory parties are The Net-A-Porter Group Ltd., YNAP Corp., and The Net-A-Porter Group Asia Paciﬁ c Ltd. Such contracts have been entered into between April 2017 and October 2017.

As for point (ii) above, the Richemont signatory parties are: Lancel Sogedi S.A., Chloé (through RLG Europe B.V., Amsterdam (NL), Swiss Branch), and Montblanc Italia S.r.l.; the YNAP signatory party is Yoox Net- A-Porter Group S.p.A. The Montblanc contract was signed on 24 October 2017, the Lancel contract on 31 January 2018, whereas the Chloé contract is still in the process of being signed, despite it being ﬁ nal.

Finally, as for point (iii) above, the Richemont signatory party is Cartier (through Richemont International S.A.), and the YNAP signatory party is The Net-A-Porter Group Ltd. The contract was executed on 28 April 2017.

H.2 AGREEMENTS BETWEEN THE ABOVE REFERRED TO PARTIES CONCERNING THE EXERCISE OF THE RIGHT TO VOTE OR THE TRANSFER OF YNAP SHARES AND/OR THE OTHER FINANCIAL INSTRUMENTS OF THE ISSUER

At the Offer Document Date, the only agreements between the parties regarding the exercise of the right to vote or the transfer of shares of the Issuer are the following: • the Shareholders’ Agreement, entered into on 31 March 2015, by YNAP, Richemont and Richemont UK (a company indirectly controlled by Compagnie Rupert) setting out, inter alia, the corporate governance of YNAP and the rules that apply for the holding and transfer of shares in YNAP.

– 115 YOOX Net-A-Porter Group S.p.A. Offer Document

Pursuant to section 5.1 of the Shareholders’ Agreement, Richemont and Richemont UK undertook a standstill obligation preventing them and all their affi liates from purchasing any further YNAP ShareS save in certain circumstances until 5 October 2018. Pursuant to the Amendment Agreement, YNAP has granted its consent to the Offeror’s acquisition of the YNAP Shares and the Parties have further agreed that the Shareholders’ Agreement be terminated upon the Offer becoming unconditional. On 26 January 2018, pursuant to articles 129 and 131 of the Issuers’ Regulation, the notice that YNAP, Richemont and Richemont UK agreed to modify the ptovisions relating to the duration of the Shareholders’ Agreement was published on the newspaper “IlSole24Ore”; on the same date, the essential updated information related to these provisions were published on the Issuer’s website pursuant to article 130 of the Issuers’ Regulation; • the Lock-up Agreement, entered into on 31 March 2015, by Richemont and Mr Federico Marchetti, YNAP’s managing director, containing lock up clauses applying to Mr Federico Marchetti. In particular, for a period of three years from 5 October 2015, with regard to each newly-issued share of YNAP subscribed by Mr Federico Marchetti pursuant to any future capital increase by the Issuer and in execution of any new incentive plan or stock option plan however defi ned (the “Lock-up Shares”), Mr Federico Marchetti may not, directly or indirectly, do any of the following without prior written consent from Richemont: (i) offer, sell, contract to sell or otherwise dispose of, or enter into any transaction whose purpose is, or which results in, the transfer of any Lock-up Shares or any right over such shares, in any form, including any fi nancial instrument that grants the right to purchase, subscribe for, convert into and/or exchange for Lock-up Shares; or (ii) enter into any derivative contract relating to Lock-up Shares or carry out any derivative transaction that have any of the consequences described above (even if limited to economic consequences). Richemont and Mr Federico Marchetti agreed in the Irrevocable Undertaking to terminate the Lock-up Agreement by mutual consent - with consequent termination of any validity and effect thereof - with effect from, and subject to the release - and fi ling with CONSOB - of the announcement provided for under article 102, paragraph 1, of the TUF. Therefore, at the Offer Document Date, the Lock-up Agreement is terminated. Richemont and Mr Federico Marchetti also agreed in the Irrevocable Undertaking (as defi ned below) that, if the Irrevocable Undertaking ceases to have effect due to the Offer being withdrawn or lapsing in accordance with its terms, the Lock-up Agreement will again be valid, in force and binding on the parties thereto as if its termination had never occurred. On 26 January 2018, pursuant to Articles 129 and 131 of the Issuers’ Regulation, the notice that Richemont and Mr Federico Marchetti agreed to modify the ptovisions relating to the duration of the Lock-up Agreement was published on the newspaper “IlSole24Ore”; on the same date, the essential updated information related to these provisions were published on the Issuer’s website pursuant to Article 130 of the Issuers’ Regulation; • the Irrevocable Undertaking, entered into on 21 January 2018 by Mr Federico Marchetti, YNAP’s managing director, and accepted by Richemont, pursuant to which Mr Federico Marchetti has undertaken to tender in the Offer all the YNAP Shares he owns, currently representing 5.6% of the issued ordinary share capital of YNAP, and all the YNAP Shares he will acquire (including YNAP Shares arising from the exercise of Stock Options) before the end of the Acceptance Period. According to the Irrevocable Undertaking, Mr Federico Marchetti granted the Offeror with a call option over any YNAP Shares acquired by Mr Federico Marchetti (including for these purposes any shares which Mr Federico Marchetti may come to own as a result of the exercise of options under any YNAP’s stock option plan) after the completion of the Offer in consideration for the

116 – YOOX Net-A-Porter Group S.p.A. Offer Document

granting of a put option over the same shares granted to Mr Federico Marchetti by the Offeror, both at the same price offered to the shareholders in the context of the Offer. Notwithstanding the above, Richemont and Mr Federico Marchetti further agreed that the Irrevocable Undertaking shall cease to have any effect if one or more of the Conditions of Effectiveness of the Offer is not fulﬁ lled, without the Offeror’s waiver of the Condition/s of Effectiveness of the Offer, and therefore the Offer is not successfully concluded. As mentioned above, as a consequence of the termination of the Irrevocable Undertaking following the non-completion of the Offer, the Lock-up Agreement shall be again valid, in force and binding on the parties thereto as if its termination had never occurred. On 26 January 2018 the relevant provisions contained in Irrevocable Undertaking having the character of shareholders agreement in accordance with Article 122 of the TUF were published on the newspaper “IlSole24Ore” and ﬁ led with the Companies’ Register of Milan; on the same date, the essential information related to these provisions were published on the Issuer’s website pursuant to Article 130 of the Issuers’ Regulation.

For further details, reference is made to Section N of the Offer Document reproducing the latest essential information documents, updated on 26 January 2018, and published on the Issuer’s website pursuant to Article 130 of the Issuers’ Regulation.

– 117 YOOX Net-A-Porter Group S.p.A. Offer Document

I. FEES PAYABLE TO INTERMEDIARIES

By way of compensation for the activities undertaken in the context of the Offer, the Offeror shall pay to the Intermediary Appointed to Coordinate the Collection of Acceptances the following, as commission inclusive of any compensation including any brokerage fee. (i) a ﬁ xed fee equal to EUR 250,000, to remunerate the activities related to the coordination and the collection of the acceptances; (ii) an incentive fee equal to: (a) EUR 50,000 payable on the basis of the achievement of 90% threshold of YNAP’s ordinary share capital as a result of the Offer; or (b) EUR 100,000 payable on the basis of the achievement of 95% threshold of YNAP’s ordinary share capital as a result of the Offer; (iii) a commission equal to 0.05% of the consideration for the YNAP Shares tendered in the Offer and acquired by the Offeror directly through the Appointed Intermediaries or indirectly via Depository Intermediaries with a maximum of EUR 5,000 per Acceptance Form; and (iv) a ﬁ xed fee equal to Euro 5.00 for each Application Form collected directly through the Appointed Intermediaries or indirectly via the Depository Intermediaries.

The fees reported under points (iii) and (iv) include the fees due to the Appointed Intermediaries and the Depository Intermediaries.

118 – YOOX Net-A-Porter Group S.p.A. Offer Document

L. POSSIBILITY OF ALLOTMENT

The Offer concerns all the YNAP Shares issued by the Issuer other then the YNAP Shares already held by the Offeror or the Persons Acting in Concert, and, therefore, there are no expectations on the share allotment.

– 119 YOOX Net-A-Porter Group S.p.A. Offer Document

M. ANNEXES

M.1 THE ISSUER’S PRESS RELEASE

IMPORTANT NOTICE

English translation for convenience only

This is a non-binding English courtesy translation of the announcement of the Board of Directors of YOOX Net-A-Porter Group S.p.A. pursuant to Article 103, Paragraphs 3 and 3-bis, of the Legislative Decree of 24 February 1998 no. 58 and Article 39 of the regulations approved by Consob resolution no. 11971 of 14 May 1999, in relation to the voluntary full public tender offer launched by RLG Italia S.p.A. pursuant to Articles 102 and 106, paragraph 4, of the Legislative Decree of 24 February 1998 no. 58.

****

ISSUER’S ANNOUNCEMENT PURSUANT TO ARTICLE 103, PARAGRAPHS 3 AND 3-bis, OF THE LEGISLATIVE DECREE OF 24 FEBRUARY 1998 NO. 58 AND ARTICLE 39 OF THE REGULATIONS APPROVED BY CONSOB RESOLUTION NO. 11971 OF 14 MAY 1999, AS SUBSEQUENTLY AMENDED AND IMPLEMENTED

Announcement of the Board of Directors of YOOX Net-A-Porter Group S.p.A. pursuant to Article 103, Paragraphs 3 and 3-bis, of the Legislative Decree of 24 February 1998 no. 58, as subsequently amended and implemented, and Article 39 of the regulations approved by Consob resolution no. 11971 of 14 May 1999, as subsequently amended and implemented, in relation to the voluntary full public tender offer launched by RLG Italia S.p.A. pursuant to Articles 102 and 106, paragraph 4, of the Legislative Decree of 24 February 1998 no. 58, as subsequently amended and implemented

120 – YOOX Net-A-Porter Group S.p.A. Offer Document

INDEX

Definitions...... 3

Introduction ...... 9

1. DESCRIPTION OF YNAP’S BOARD OF DIRECTORS MEETING ...... 19 1.1 Members in attendance and specification of the possible conflicts of interest pursuant to Articles 2391 of the Civil Code and 39, Paragraph 1, letter b), of the Issuers’ Regulation 19 1.2 Indications about the participation of the members of the administrative body in the negotiations for the finalisation of the Offer ...... 20 1.3 Documents examined ...... 21 1.4 Esito della riunione del Consiglio di Amministrazione ...... 21

2. DATA AND USEFUL ELEMENTS FOR THE EVALUATION OF THE OFFER ...... 21

3. UPDATE ON THE INFORMATION AVAILABLE TO THE PUBLIC AND COMMUNICATION ON THE MATERIAL FACTS PURSUANT TO ARTICLE 39, PARAGRAPH 1, LETTER E) AND F), OF THE ISSUERS’ REGULATION ...... 22 3.1 Information on material facts occurred after the approval of the financial statement as at 31 December 2017 ...... 22 3.2 Information on the recent trends and the perspectives of the Issuer, if not contained in the Offer Document ...... 23

4. ASSESSMENTS OF THE BOARD OF DIRECTORS OF YNAP ON THE OFFER AND ON THE FAIRNESS OF THE CONSIDERATION ...... 23 4.1 Elements taken into account by the Board of Directors in making its assessment ...... 23 4.2 Assessments on the reasons for the Offer and on the future programs of the Offeror ..... 24 4.2.1 Reasons for the Offer ...... 24 4.2.2 Future programs of the Offeror ...... 26 4.2.3 Envisaged changes in the composition of the corporate bodies and in YNAP’s articles of association27 4.3 Assessment of the fairness of the Consideration ...... 30 4.3.1 Main pieces of information on the Consideration stated in the Offer Document ...... 30 4.3.2 Summary of the results of the Financial Advisors of YNAP appointed by the Board of Directors 32 4.3.3 Assessments of the Board of Directors on the fairness of the Consideration ...... 34

5. EFFECTS OF POSSIBLE SUCCESS OF THE OFFER ON THE EMPLOYMENT LEVELS OF YNAP AND ON THE LOCATION OF THE PRODUCTION SITES ...... 35

6. INFORMATION PURSUANT TO ARTICLE 39, PARAGRAPH 1, LETTER H) OF THE ISSUERS’ REGULATION ...... 36

7. FINAL ASSESSMENTS ...... 38

– 121 YOOX Net-A-Porter Group S.p.A. Offer Document

DEFINITIONS

The main definitions used in this Issuers’ Announcement are hereby listed. All terms used in the singular shall be deemed to include the plural, and vice versa, as the context may require.

Acceptance Period The period of time during which it will be possible to accept the Offer, which will be from 8:30 am on 19 March 2018 until 17:30 pm on 9 May 2018, inclusive, unless extended.

Announcement pursuant to The announcement published on 22 January 2018 pursuant Article 102 of the TUF to Article 102, paragraph 1, of the TUF and Article 37 of the Issuers’ Regulation, with which Richemont announced its decision to launch the Offer through RLG Italia.

Antitrust Condition The Condition of Effectiveness described in Section A.1, point (i), Warnings Section, of the Offer Document.

Bank of America Merrill Bank of America Merrill Lynch International Limited, Lynch Milan Branch, with registered office in Milan, Via Alessandro Manzoni, 5, appointed by the Board of Directors of YNAP as financial advisor of the Issuer.

Board of Directors The Board of Directors of YNAP.

Borsa Italiana Borsa Italiana S.p.A., i.e. the Italian Stock Exchange, with registered office in Milan at Piazza degli Affari 6.

Cash Confirmation The guarantee, pursuant to, and for the purpose of, Article 37-bis, paragraph 3 of the Issuers’ Regulation, of the correct fulfilment of the payment obligations under the Offer.

Change of Control Stock The stock options allotted to managers of YNAP, in Options addition and besides the Stock Options, for which YNAP might issue an addition number of 2,045,598 of YNAP Shares and that become exercisable upon the change of control of YNAP (and therefore, upon the settlement of the Offer at the Consideration Payment Date). For the purposes of this definition, “control” has the meaning

122 – YOOX Net-A-Porter Group S.p.A. Offer Document

ascribed to it by article 93 of the TUF1.

Compagnie Rupert Compagnie Financière Rupert, a société en commandite par actions incorporated under the laws of Switzerland, with registered office in Bellevue, Geneva, 2 chemin des Mastellettes, CP30 1293, registered with the Commercial Register of Geneva at no. CHE-101.498.608.

Condition of Effectiveness Each of the conditions precedent that must be fulfilled or waived for the Offer to be effective, as described in Paragraph A.1, Warnings Section, of the Offer Document.

Consideration The unit consideration to be paid by the Offeror in respect of each YNAP Share tendered in the Offer, amounting to EUR 38.00 in cash.

Consideration Payment Date The date on which the Consideration for each YNAP Share tendered in the Offer will be paid and on which the YNAP Shares will be transferred to the Offeror, i.e. the seventh Stock Exchange Trading Day following the last day of the Acceptance Period, as indicated in Section F.6 of the Offer Document, i.e. 18 May 2018, unless extended.

CONSOB Commissione Nazionale per le Società e la Borsa, i.e. the public authority responsible for regulating the Italian financial markets, with registered office in Roma at Via G.B. Martini 3.

Conversion The conversion of class ‘B’ shares of YNAP owned by Richemont UK carried out in compliance with Article 5.5 of the articles of association of YNAP.

Delisting The delisting of the YNAP Shares from the MTA.

1 Pursuant to Article 93 of the TUF, in addition to the companies indicated in paragraphs 1 and 2 of the first paragraph of Article 2359 of the Civil Code, the following shall also be considered subsidiaries:

a) Italian and foreign companies over which a person has the right, by virtue of a contract or a clause in the articles of association, to exercise a dominant influence, where such contracts or clauses are permitted under applicable laws;

b) Italian and foreign companies where a shareholder controls alone, on the basis of agreements with other shareholders, enough votes to exercise a dominant influence in the ordinary shareholders’ meeting.

For the above purposes, the rights held by subsidiaries or exercised through trustees or nominees shall be considered, while those held on behalf of third parties shall not be considered.

– 123 YOOX Net-A-Porter Group S.p.A. Offer Document

Facility Agreement The facility agreement entered into on 22 January 2018 between Richemont and, Goldman Sachs International (as arranger and agent) and Goldman Sachs International Bank (as original lender and cash confirmation issuing bank).

Financial Advisors of YNAP Bank of America Merrill Lynch and Mediobanca.

Issuer or Company or YNAP YOOX Net-A-Porter Group S.p.A., with registered office in Milan at Via Morimondo 17, Milan Companies Register number, tax code and VAT No. 02050461207, with share capital, at the Offer Document Date, of EUR 1,347,794.33, divided in 91,966,288 ordinary share and in no. 42,813,145 share without voting right called class ‘B’ shares, all without par value (according to the information provided in the Company Register).

Issuer’s Announcement or This announcement of the Board of Directors of YNAP, Announcement pursuant to pursuant to Article 103, Paragraphs 3 and 3-bis, of the TUF Article 103 of the TUF and Article 39 of the Issuers’ Regulation.

Issuers’ Regulation The regulation implementing the TUF, concerning the issuers’ regulation, approved by CONSOB Resolution No. 11971 of 14 May 1999, as subsequently amended and implemented.

Launch Date 22 January 2018, the date on which the Offer was communicated to the public and Consob through the publication of the Announcement pursuant to Article 102 of the TUF.

MAC Condition The Condition of Effectiveness described in Section A.1, point (iii), Warnings Section, of the Offer Document.

124 – YOOX Net-A-Porter Group S.p.A. Offer Document

might issue upon the exercise by the relevant beneficiaries of the Change of Control Stock Options and, therefore, the maximum total value of the Offer would be increased to EUR 2,767,812,536.00.

Mediobanca Mediobanca – Banca di Credito Finanziario S.p.A., with registered office Milano, Piazzetta Enrico Cuccia n. 1, appointed by the Board of Directors of the YNAP as financial advisor of the Issuer.

Merger The merger of YNAP into the Offeror.

Minimum Acceptance Level The Condition of Effectiveness described in Section A.1, Condition point (ii), Warnings Section, of the Offer Document, pursuant to which the Offer will become effective only if the acceptances of the Offer, are such as to allow the Offeror to hold, upon settlement of the Offer, taking into account the YNAP Shares tendered in the Offer and the YNAP Shares held by the Offeror or the Persons Acting in Concert, a percentage of the ordinary share capital of YNAP representing more than 90% of the YNAP Shares.

MTA The “Mercato Telematico Azionario”, organised and managed by Borsa Italiana.

Offer The full voluntary public tender offer, made by RLG Italia pursuant to Articles 102 and 106, paragraph 4, of the TUF for the YNAP Shares that the Offeror and its affiliates do not already own, covered by the Offer Document.

Offer Document The offer document relating to the Offer, drawn up by the Offeror pursuant to Article 102 and ff. of TUF and to the applicable provisions of the Issuers’ Regulation, approved by Consob with the decision no. 20335 of 14 March 2018.

Offer Document Date The Offer Document publication date, pursuant to Article 38, paragraph 2, of the Issuers’ Regulation, i.e. 18 March 2018.

Offeror or RLG Italia RLG Italia Holding S.p.A., company indirectly controlled by Compagnie Rupert, with registered office in Milan, Via Benigno Crespi 26, registered within the Companies’ Register of Milan under no. 10188040967, with share capital of Euro 50,000 fully subscribed and paid and wholly owned by Richemont Italia.

– 125 YOOX Net-A-Porter Group S.p.A. Offer Document

Persons Acting in Concert The persons acting in concert with the Offeror in connection with the Offer according to article 101-bis, paragraph 4-bis, of the TUF, i.e. Compagnie Rupert, Richemont, Richemont UK, Richemont Luxco and Richemont Italia.

Purchase Obligation pursuant The Offeror’s obligation to purchase the residual YNAP to Article 108, paragraph 1, of Shares not tendered in the Offer from each shareholder the TUF making a request to that effect, pursuant to Article 108, paragraph 1, of the TUF, as described in detail in Sections A.8, and G.3 Warnings Section, of the Offer Document.

Purchase Obligation pursuant The Offeror’s obligation to purchase the residual YNAP to Article 108, paragraph 2, of Shares not tendered in the Offer from each shareholder the TUF making a request to that effect, pursuant to Article 108, paragraph 2, of the TUF, as described in detail in Sections A.7, and G.3 Warnings Section, of the Offer Document.

Reopening of the Acceptance The potential reopening of the Acceptance Period pursuant Period to Article 40-bis, paragraph 1, letter a), of the Issuers’ Regulation for five Stock Exchange Trading Days starting from the Stock Exchange Trading Day following the Consideration Payment Date and therefore, for the sessions on 21, 22, 23, 24 and 25 May 2018, unless extended.

Richemont or CFR Compagnie Financière Richemont S.A., a société anonyme incorporated under the laws of Switzerland, with registered office in 50, chemin de la Chênaie, 1293 Bellevue, Geneva, registered with the Companies’ Register of Geneva under no. CH-170.3.013.862-4.

Richemont Group Richemont and the companies directly and/or indirectly controlled by the former pursuant to the applicable laws, to which the Offeror belongs.

Richemont Italia Richemont Italia Holding S.p.A., with registered office in Milan, Via Benigno Crespi 26, registered within the Companies’ Register of Milan under no. 08158020969.

Richemont Luxco Richemont International Holding S.A., a société anonyme incorporated under the laws of Luxembourg, with registered office at 35 boulevard Prince Henri, L-1724 Luxembourg, registered with the Companies’ register of Luxembourg under no B59435.

126 – YOOX Net-A-Porter Group S.p.A. Offer Document

Richemont UK Richemont Holdings (UK) Limited, a private company limited by shares incorporated under the laws of England and Wales with registered office at 15 Hill Street, London, W1J 5QT and registered number 02841548.

Squeeze-out Right The right to purchase the residual YNAP Shares not tendered in the Offer, pursuant to Article 111 of the TUF, as described in detail in Paragraph A.8, Warnings Section of the Offer Document.

Stock Exchange Trading Day Each trading day of the Italian regulated markets according to the trading schedule set annually by Borsa Italiana.

Waiver Minimum Threshold The threshold of 50% of the ordinary share capital of YNAP which the Offeror, together with the Persons Acting in Concert, shall exceed at the end of the Acceptance Period in order to waive the Minimum Acceptance Level Condition.

TUF Legislative Decree No. 58 of 24 February 1998, as subsequently amended and supplemented.

Withdrawal Right The withdrawal right pursuant to Article 2437-quinquies of the Civil Code.

YNAP Group YNAP and the company directly or indirectly controlled by the former.

YNAP Shares The ordinary shares in YNAP, without par value.

– 127 YOOX Net-A-Porter Group S.p.A. Offer Document

INTRODUCTION

The Offer is a voluntary public tender offer launched by RLG Italia, as Offeror, pursuant to Articles 102 and 106 paragraph 4, of the TUF, as well as the applicable implementing provisions of the Issuers’ Regulation, on all YNAP Shares issued from time to time and outstanding at the time of the Offer that the Offeror or the Persons Acting in Concert do not already own.

The Offeror is a joint-stock company incorporated under the Italian laws, indirectly controlled by Compagnie Rupert.

On 20 January 2018 YNAP – after CFR and its advisors having carried out a limited due diligence activities on specific information after the subscription of a specific confidentiality agreement – received from Richemont an offer providing the irrevocable undertaking of Richemont (the “CFR Irrevocable Undertaking”) to declare – by 9:00 a.m. of 22 January 2018 – its intention to launch the Offer by publishing (and transmitting to Consob) the Announcement pursuant to Article 102 of the TUF, upon, among others: (i) the waiver by YNAP of the standstill obligation undertaken by CFR (and its affiliates) pursuant to Article 5.1 of the shareholders’ agreement (the “Shareholders’ Agreement”) entered into on 31 March 2015 between YNAP, Richemont and Richemont UK (a company indirectly controlled by Compagnie Rupert), as well as the termination of the Shareholders’ Agreement itself; and (ii) the undertaking by Federico Marchetti (“FM”) of an irrevocable undertaking to tender in the Offer (the “Commitment”) (see Paragraph A.14 of the Offer Document).

In such context the Issuer appointed Bank of America Merrill Lynch and Mediobanca as financial advisors of YNAP, independent from the Offeror and the from the group belonging to the same.

In accordance to the CFR Irrevocable Undertaking – and subject to the publication (and the transmission to Consob) of the Announcement pursuant to Article 102 of the TUF within 9:00 a.m. of 22 January 2018 – on 21 January 2018:

A. the Board of Directors of YNAP, in the interest of all the Company’s shareholders, has resolved on the waiver to the standstill obligation under the Shareholders’ Agreement, giving the Company’s consent to the acquisition by Richemont (and its affiliates) of shares and other financial instruments of YNAP within the Offer, without prejudice to the fact that any assessment of the Board of Directors on the Offer will have been provided in this Announcement pursuant to Article 103 of the TUF;

B. YNAP, CFR and Richemont UK has entered into an amendment agreement to the Shareholders’ Agreement (the “Amendment Agreement”) according to which:

128 – YOOX Net-A-Porter Group S.p.A. Offer Document

(i) YNAP has granted its consent pursuant to Article 5.1 (standstill) of the Shareholders’ Agreement to the announcement and the launch of the Offer, as well as to the acquisition of the YNAP Shares within the Offer, under terms and conditions provided in the same, and upon completion of any actions related thereto; and

(ii) YNAP, CFR and Richemont UK agreed to resolve by mutual consent the Shareholders’ Agreement, with the subsequent termination of any validity and effect of the same, effective from, and conditional upon, the declaration of satisfaction of, or waiver to, all the conditions of the Offer in accordance with the terms of the Offer itself;

C. FM entered into the Commitment, in which context Richemont and FM agreed to terminate by mutual consent the lock-up agreement entered into by the above mentioned parties on 31 March 2015 (the “Lock-up Agreement”) – with subsequent termination of any validity and effect of the same – effective from, and conditional upon, the publication and transmission to Consob of the Announcement pursuant to Article 102 of the TUF. However, Richemont and FM have agreed that the Lock-up Agreement will again be valid, in force and binding on the parties thereto as if its termination had never occurred if the Offer is withdrawn or lapses in accordance with its terms.

D. FM undertook the Commitment. In particular, FM has irrevocably undertaken to tender (and cause to be tendered) to the Offer – within the fifth business day from the of the acceptance period of the Offer – all the 5,164,667 ordinary shares of the Company, directly or indirectly, owned by FM (equal to 5,6% of the ordinary share capital of the Company as at the date of this Announcement pursuant to Article 103 of the TUF). The ordinary shares of YNAP purchased by FM – also including the share which FM comes to own as a result of the exercise of options under any YNAP’s share option schemes – prior to the Offer settlement or to the Offer is withdrawn or lapses.

In the Commitment FM granted the Offeror with a call option over any shares acquired by FM (including for these purposes any shares which FM may come to own as a result of the exercise of options under any YNAP’s stock option plan) after the completion of the Offer in consideration for the granting of a put option over the same shares granted to FM by the Offeror, both at the same price offered to the shareholders in the context of the Offer.

The obligations assumed in the Commitment is without prejudice to the right of FM (a) to revoke the tendering of the above shares under Article 44, paragraph 7, of the Issuers’ Regulation and (b) to withdraw from the obligation to tender the shares under Article 123, para. 3, of the TUF. In each of such cases, each and all the obligations assumed in the Commitment shall terminate and be of no further force and effect and FM will be released of all obligations hereunder.

Without prejudice to the above, Richemont and FM have also agreed that the Commitment will cease to have any effect if the Offer is withdrawn or lapses in accordance with its terms.

For further information on the Shareholders’ Agreement and the Amendment Agreement, as well as the Lock-up Agreement and the Commitment see the essential information written and published pursuant to Article 122 of the TUF and Article 130 Issuers’ Regulation, available on the website of the Issuer www.ynap.com (Governance) and also contained in Section M of the

– 129 YOOX Net-A-Porter Group S.p.A. Offer Document

Offer Document.

The Offer has been announced to Consob and to the market through the publication of the Announcement pursuant to Article 102 of the TUF on 22 January 2018 (by 9:00 a.m.); as a consequence: (i) the Amendment Agreement and the Commitment became effective; and (ii) the Lock-up Agreement has been resolved in accordance with the terms above mentioned.

The Announcement pursuant to Article 102, paragraph 2, of the TUF has been sent to the employees of YNAP.

On 12 February 2018, the Offeror deposited to Consob the Offer Document pursuant to Articles 102, paragraph 3, of the TUF and 37-ter of the Issuers’ Regulations.

On 20 February 2018, Consob communicated to the Offeror the suspension of the review period pursuant to Article 102, paragraph 4, of the TUF, for a period not exceeding 15 days starting from 21 February 2018 (hence until 7 March 2018 included). The suspension has been determined by Consob in connection with the request to supplement the Offer Document with the main financial data from the draft stand-alone financial statements and consolidated financial statements of YNAP as at 31 December 2017, which, according to the financial calendar of YNAP, are due to be approved by the Board of Directors on 6 March 2018.

On 8 March 2018, the Offeror announced the reopening of the review period, pursuant to Article 38, paragraph 1, of the Issuers’ Regulation and on 14 March 2018 Consob approved the Offer Document pursuant to Article 102, paragraph 4, of the TUF.

A brief description of the main terms and conditions of the Offer is hereby provided. For a description of the legal framework of the Offer and the overall transaction see the Offer Document.

Shares subject to the Offer

After the publication on 22 January 2018 of the Announcement pursuant to Article 102 of the TUF, YNAP has issued and allotted: (i) no. 716,716 YNAP Shares upon exercise of no. 13,783 Stock Options, on 9 February 2018; (ii) no. 14,166 YNAP Shares upon exercise of no. 14,166 Stock Options, on 9 March 2018; and (iii) no. 55,599 YNAP Shares upon exercise of no. 55,599 Stock Options, on 12 March 2018.

As indicated in the Offer Document (see Introduction and Paragraph C.1), since the Stock Options are exercisable starting from March 2018, the number of YNAP Shares that the Issuer might issue upon exercise of the Stock Options and, as a result, the number of YNAP Shares outstanding may further vary after 12 March 2018, without prejudice to the overall number of YNAP Shares subject of the Offer.

Please not that: (a) the figures related to the YNAP Shares subject to the Offer; and (b) the relevant percentages of the share capital of the Issuer provided in this Announcement pursuant to Article 103 of the TUF, have been taken from the Offer Document. In this respect, please note that such figures and percentages are updated as at 12 March 2018 and therefore calculated

130 – YOOX Net-A-Porter Group S.p.A. Offer Document

on the ordinary share capital issued at such data, equal to 1.348.491,98, divided in 134.849.198 shares without par value, of which no. 92,036,053 YNAP Shares and no. 42,813,145 class ‘B’ shares without voting rights.

As indicated in the Offer Document, Richemont UK, indirectly controlled by Compagnie Rupert, holds, at the Offer Document Date: (i) no. 22,786,452 YNAP Shares, corresponding to 24.76% of YNAP’s voting share capital; and (ii) no. 42,813,145 class ‘B’ shares without voting rights of the Issuer.

For information on the characteristics of the class ‘B’ shares of the Issuer see Articles 5 and 14 of the articles of association of YNAP, available at www.ynap.com, Governance Section.

As a consequence of the above and taking into account the number of YNAP Shares issued as at 12 March 2018, as indicated in the Offer Document, the Offer – launched in Italy and the United States of America only and directed, under same conditions, to all shareholders who own YNAP Shares – is directed to: (i) no. 69,249,601 YNAP Shares, representing ca. 75.24% of the Issuer’s ordinary share capital subscribed at the Offer Document Date, i.e. all of YNAP Shares issued and subscribed at the same date, minus no. 22,786,452 YNAP Shares (representing ca. 24.76% of the ordinary share capital subscribed at the Offer Document Date) currently owned by Richemont UK, a company which – as the Offeror – is indirectly controlled by Compagnie Rupert; (ii) additional maximum no. 1,541,973 YNAP Shares that the Issuer might issue to service the Stock Options. The above figure includes the overall number of YNAP Shares that the Issuer would issue if all the Stock Options currently exercisable or that are expected to become exercisable during the Acceptance Period would be actually exercised; (iii) in the case where at the end of the Acceptance Period the Offeror, together with the Persons Acting in Concert, comes to hold YNAP Shares which exceed the Waiver Minimum Threshold but which are less than the threshold for the satisfaction of the Minimum Acceptance Level Condition and the Offeror waives such condition, as a consequence of the completion of the transfer to the Offeror of the YNAP Shares tendered in the Offer a change of control will occur and the Reopening of the Acceptance Period will take place. Therefore, during the Reopening of the Acceptance Period, the Offeror may have to acquire, further YNAP Shares for a maximum no. 2,045,598 YNAP Shares which the Issuer might issue upon the exercise by the relevant beneficiaries of the Change of Control Stock Options if all the Change of Control Stock Options are actually exercised.

The YNAP Shares include no. 17,339 treasure shares owned by the Issuer at the Offer Document Date, representing ca. 0.019% of the Issuers’ ordinary share capital.

As stated in the Offer Document, the amount of YNAP Shares subject to the Offer might decrease if, during the Acceptance Period (or afterwards until the end of the possible Reopening of the Acceptance Period), the Offeror would buy YNAP Shares outside of the Offer, in compliance with Articles 41, paragraph 2, and 42, paragraph 2, of the Issuers’ Regulation.

As specified in the Offer Document, the YNAP Shares so purchased will be taken into account

– 131 YOOX Net-A-Porter Group S.p.A. Offer Document

towards (i) the fulfilment of the Minimum Acceptance Level Condition and the exceeding of the Waiver Minimum Threshold, if purchased during the Acceptance Period; and (ii) the calculation of the thresholds pursuant to Articles 111 and 108, of the TUF, if purchased during the Acceptance Period and the possible Reopening of the Acceptance Period.

In addition to what is stated in point (iii) above, the Offeror may have to acquire further maximum no. 2,045,598 YNAP Shares which YNAP might issue upon the exercise by the relevant beneficiaries of the Change of Control Stock Options also in case of fulfilment of the Purchase Obligation pursuant to Article 108, paragraph 1, of the TUF, the Purchase Obligation pursuant to Article 108, paragraph 2, of the TUF or exercise of the Squeeze-out Right

The Offer aims at the acquisition of the entire ordinary share capital of the Issuer that the Offeror or the Persons Acting in Concert do not already own at the Offer Document Date. As a consequence, in the event that – as an effect of the acceptances of the Offer (also including the potential Reopening of the Offer) and of any purchase made outside of the Offer, of the potential Conversion, – the Offeror and the Persons Acting in Concert hold an overall shareholding greater than 90%, but lower than 95% of the ordinary share capital of the Issuer, the Offeror has declared its intention not to restore a free float sufficient to ensure the regular trading of the YNAP Shares on the MTA (See Paragraphs A.7, Warnings Section of the Offer Document).

As stated in the Offer Document, the Offeror will, on a voluntary basis, recourse to the Reopening of the Acceptance Period, pursuant to Article 40-bis, paragraph 1, letter a), of the Issuers’ Regulation. Pursuant to Article 40-bis, paragraph 3, letter b), of the Issuers’ Regulation, the Reopening of the Acceptance Period will not apply if, at the end of the Acceptance Period, the Offeror will hold a shareholding equal to the one indicated in Article 108, paragraph 2, of the TUF and will have declared the intention not to restore a free float sufficient to ensure the regular trading. Within the Stock Exchange Trading Day following the Consideration Payment Date, the Acceptance Period will be reopened for five Stock Exchange Trading Days, if the Offeror declares to waive the Minimum Acceptance Level Condition2 or such condition has been satisfied, except in case of occurrence of the requirements for the Purchase Obligation pursuant to Article 108, paragraph 2, of the TUF.

For further information on the Reopening of the Acceptance Period, please see Paragraphs A.6, Warnings Section, and F.1.1 of the Offer Document

Maximum Disbursement and Sources of Financing

The Offer is launched for a consideration equal to EUR 38.00 per YNAP Share tendered in the Offer (See Paragraph E.1 of the Offer Document).

According to what is stated in the Offer Document (See Paragraph E.2) the total maximum

2 Please note that, according to what was represented by the Offeror in the Offer Document, in order to waive the Minimum Acceptance Level Condition, the Offeror and the Persons Acting in Concert will have to have exceeded the Waiver Minimum Threshold at the end of the Acceptance Period (i.e. the threshold of 50% of the ordinary share capital of YNAP).

132 – YOOX Net-A-Porter Group S.p.A. Offer Document

value, in the event of full acceptance of the Offer, amounts to EUR 2,690,079,812.00. Such amount includes also the value for the YNAP Shares which might be issued upon the exercise of the Stock Options. In the event of Reopening of the Acceptance Period and in the event of execution of the Purchase Obligation pursuant to Article 108, paragraph 1, of the TUF, the Purchase Obligation pursuant to Article 108, paragraph 2, of the TUF or exercise of the Squeeze- out Right, the Offeror might have to purchase additional maximum no. 2,045,598 YNAP Shares that the Issuer might issue upon the exercise by the relevant beneficiaries of the Change of Control Stock Options and, therefore, the maximum total value of the Offer would be increased to EUR 2,767,812,536.00. For further information on the Reopening of the Acceptance Period, the Purchase Obligation pursuant to Article 108, paragraph 1, of the TUF, the Purchase Obligation pursuant to Article 108, paragraph 2, of the TUF or exercise of the Squeeze-out Right, reference is made to Paragraphs A.6, A.7, A.8, and G.3 of the Offer Document.

As stated in the Offer Document (See Paragraphs A.2 and G.1), Richemont intends to finance the payment of the Consideration from existing cash resources or third party debt or a combination of the two. For this ends, Richemont has entered into the Facility Agreement with Goldman Sachs International (as arranger and agent) and Goldman Sachs International Bank (as original lender and cash confirmation issuing bank) to provide backstop financing for the Offer (as defined below) and to support the issuance of the Cash Confirmation.

Pursuant to the Facility Agreement, the original lender made available to Richemont, as controlling entity of the Richemont Group, a term facility (the “Facility”) for a maximum amount of EUR 3,000,000,000 for the purpose of (a) financing or refinancing the Consideration payable for the purchase of YNAP Shares pursuant to the Offer; (b) supporting the issuance of (and payments required to be made in respect of) the Cash Confirmation by Goldman Sachs International Bank itself; (c) financing or refinancing any purchase of YNAP Shares on the market or from third parties (also through block sale), including, without limitations, those resulting from the potential exercise of the Withdrawal right by YNAP’s minority shareholders; and (d) financing or refinancing certain related fees, costs and expenses incurred by Richemont or any of its subsidiaries in relation with the Offer or with any other purchase of YNAP Shares under Paragraph (c) above. Pursuant to the Facility Agreement, Goldman Sachs International Bank has also committed to issue the Cash Confirmation which, once issued, shall be in any case fully valid and effective, irrespectively of the fate and actual utilisation and subsequently disbursement of the Facility. The Facility is available for utilisation until 22 November 2018, being the date falling 10 months after the date of the Facility Agreement. The Facility is required to be repaid in full on the date falling six months after the first utilisation date.

As stated in the Offer Document (See Paragraphs A.2 and G.1):

x in line with market practice for transactions comparable to the Facility, the Facility Agreement provides for specific information undertakings, representations and warranties and general undertakings of Richemont. The Facility Agreement does not provide for any undertaking of the Offeror to, or any covenant requiring the Offeror to, use the cash flows deriving from the distribution of dividends and/or available reserves of the Issuer to reimburse or secure the facility obtained under the Facility Agreement to fulfil the Offeror’s payment obligations relating to the Offer;

x among the main terms and conditions of the Facility Agreement, please note the following:

– 133 YOOX Net-A-Porter Group S.p.A. Offer Document

(a) the opening margin shall be 0.30% per annum, stepping up by 0.15% every 3 months after the date of the Facility Agreement; (b) the interests will accrue at a rate equal to the aggregate of: (i) the applicable margin (as indicated above) and (ii) EURIBOR, provided that if the EURIBOR will be less than zero, the rate for the calculation of the interest shall in any case not be less than zero;

x the Facility Agreement does not provide for any undertaking of the Offeror in relation to the compliance with financial parameters or any financial covenant requiring to use the cash flows deriving from the distribution of dividends and/or available reserves of the Issuer to reimburse or secure the facility obtained under the Facility Agreement to fulfil the Offeror’s payment obligations relating to the Offer. However, for the purpose of accelerating the reimbursement of the Facility, Richemont could determine – through the exercise of its voting right in the shareholders’ meeting of the Issuer – the adoption of resolutions in order to distribute to the shareholders, as ordinary and/or extraordinary dividends, available resources of the Issuer itself, also for significant amounts. Such case could produce negative effects on the Issuer’s capacity to realise its development plans and/or on the timing for the realisation of such plans;

x the funds of the Richemont Group necessary to pay the Consideration, both from the Facility Agreement or from other resources, will be ultimately made available to the Offeror through a proper combination of interest-bearing intercompany loans and equity injections or, in any case, of net equity (coherently with the Richemont Group’s corporate structure and the relevant entities) in a proportion which the Offeror expects indicatively to be equal to 30% debt/70% share capital or net equity.

Moreover, as represented in the Offer Document, on 6 March 2018, Richemont has mandated Goldman Sachs International as sole bookrunner to arrange a series of fixed income investor meetings across Europe commencing on 9 March 2018. Subject to market conditions, it is possible that an euro-denominated, senior unsecured bond, intended to be listed on the Luxemburg stock exchange, to be issued in accordance with the Regulation S pursuant to the United States Securities Act of 1933, as amended, which rules the governing offers and sales made outside the United States of America without registration under the Securities Act itself, potentially including multiple series with maturities of 8 years, 12 years and 20 years, may be issued following completion of such meetings (the “Bond”). The Bond would be issued by Richemont Luxco and secured by Richemont and is expected to have a rating of A+ (stable) by Standard & Poor’s equivalent to Richemont.

As represented above by the Offeror, such bond would be on customary market terms appropriate for an issuer of Richemont’s rating and that the proceeds of the Bond would be used for general corporate purposes of the Richemont Group, which may include funding, in whole or in part, the Consideration.

As represented in the Offe Document, if the Bond is issued, it would not contain any undertaking or covenant of the Offeror nor in relation to the Offer, and the intercompany funding to the Offeror and the terms of the interest-bearing intercompany loans would not differ from those put in place in circumstances where the Bond is not issued.

For further information on the Financing,the main terms and conditions of the Facility

134 – YOOX Net-A-Porter Group S.p.A. Offer Document

Agreement, the Cash Confirmation and the Bond, reference is made to Paragraph G.1 of the Offer Document.

Conditions of Effectiveness of the Offer The Offer is subject to the conditions described in Paragraph A.1, Warnings Section, of the Offer Document. In particular, the Offer is subject to the following conditions: (i) receipt, by 7:59 a.m. of the Stock Exchange Trading Day before the Consideration Payment Date, of the clearance required by the European Union regulations on merger control clearances consisting in the decision taken by the European Commission under Article 6(1)(b) or 6(2) of Council Regulation (EC) No. 139/2004 (the “Merger Regulation”) (or being deemed such decision to have been taken under Article 10(6) of the Merger Regulation) declaring the transaction to be compatible with the common market (the “Antitrust Condition”) (for further information, see Paragraph C.3 of the Offer Document); (ii) that the YNAP Shares validly tendered in the Offer during the Acceptance Period, added to (a) the YNAP Shares already held by the Offeror and the Persons Acting in Concert, also as a consequence of any purchase made outside of the Offer pursuant to applicable law during the Acceptance Period, of the Conversion and (b) the YNAP Shares still to be attributed to Richemont UK upon Conversion requests submitted to the Issuer within the date of the communication on the preliminary results of the Offer, represent more than 90% of the YNAP Shares that will be issued and outstanding as at the end of the Acceptance Period (hence, taking into account also the additional YNAP Shares that YNAP might issue during the Acceptance Period for the Stock Options) (“Minimum Acceptance Level Condition”); and (iii) the non-occurrence, by 7:59 of the Stock Exchange Trading Day before the Consideration Payment Date, of: (a) extraordinary events or circumstances causing significant changes in national or international political, financial, economic, monetary or market situation that have a material adverse effect on the Offer or the assets, economic or financial situation of YNAP or the companies pertaining to YNAP Group (taken as a whole) as represented in the quarterly report of the Issuer as at 30 September 20173;; or (b) events or circumstances related to YNAP or YNAP Group that are not known to the market as at the Launch Date and that cause, or are reasonably likely to cause, material adverse changes to the assets, economic or financial situation of YNAP or the companies pertaining to the YNAP Group (taken as a whole) as represented in the quarterly report of the Issuer as at 30 September 20174 (the “MAC Condition”).

As indicated in the Offer Document:

x in relation to the Minimum Acceptance Level Condition, Richemont and the Offeror expressly reserve the right of Richemont UK, a company indirectly controlled by Compagnie

3 Please note that, as communicated to the market, the Issuer publishes on a voluntary basis additional periodical financial information and, more precisely, interim trading statements on the net results as at 31 March and 30 September of each financial year, by publishing a press communication on the Company’s website.

4 Please see the previous footnote.

– 135 YOOX Net-A-Porter Group S.p.A. Offer Document

Rupert and under common control with the Offeror, to convert its ‘B’ shares into YNAP Shares in compliance with the current provisions of article 5.5 of the articles of association of YNAP. Following closing of the Offer and as a consequence thereof, the Offeror might further promote the amendment of the current articles of association of YNAP in order to allow Richemont UK to freely convert all its ‘B’ shares into YNAP Shares. For further information on the conversion of the class ‘B’ shares, see Paragraph A.10.1(d) and Paragraph A.17 of the Offer Document;

x the Offeror expressly reserves the right to waive, in whole or in part, each and all of the Conditions of Effectiveness. With particular reference to the Minimum Acceptance Level Condition, taking into account the objectives of the Offer and the Offeror’s future programmes in relation to YNAP, as well as the present ownership structure of YNAP, the Offeror reserves the right to waive the Minimum Acceptance Level Condition if the number of YNAP Shares tendered in the Offer is such that, taking into account (i) the YNAP Shares already held by the Offeror and by the Persons Acting in Concert, also as a consequence of any purchase made outside of the Offer pursuant to applicable law during the Acceptance Period and the potential Conversion, and (ii) the YNAP Shares still to be attributed to Richemont UK upon Conversion requests submitted to the Issuer within the date of the communication on the preliminary results of the Offer, it exceeds 50% of the YNAP Shares that will be issued and outstanding as at the end of the Acceptance Period (the “Waiver Minimum Threshold”). The waiver by the Offeror of the Minimum Acceptance Level Condition will automatically entail the Reopening of the Acceptance Period;

x with particular reference to the Antitrust Condition, the granting of the relevant authorisation is a Condition of Effectiveness of the Offer which the Offeror is entitled to waive at its discretion;

x the Offeror will communicate the fulfilment or non-fulfilment of the Minimum Acceptance Level Condition or, if the Minimum Acceptance Level Condition is not fulfilled, the possible waiver of the same (and, in such case, the Reopening of the Acceptance Period), in the notice published by the Offeror pursuant to Articles 114 of the TUF and 66 of the Issuers’ Regulation and Article 17 of the European Regulation no. 596/2014 of the European Parliament and the European Council of 16 April 2014 within 7:59 a.m. of the first Stock Exchange Trading Day after the end of the Acceptance Period;

x the Offeror will communicate the fulfilment, the non-fulfilment and the waiver, as applicable, of the Conditions of Effectiveness of the Offer other than the Minimum Acceptance Level Condition, in accordance and with the procedures indicated under Article 36 of the Issuers’ Regulation within 7:59 a.m. of the Stock Exchange Trading Day before the Consideration Payment Date;

x if one or more of the Conditions of Effectiveness of the Offer is not fulfilled, without the Offeror’s waiver of the Condition/s of Effectiveness of the Offer, the Offer will not be successfully concluded and the YNAP Shares tendered in the Offer will be released by the first Stock Exchange Trading Day following the date on which the non-conclusion of the Offer is disclosed and they will be returned to the Tendering Shareholders, without the Tendering Shareholders being debited any charge or expense;

136 – YOOX Net-A-Porter Group S.p.A. Offer Document

For further information on the Conditions of Effectiveness of the Offer, please see Section A, Paragraph A.1, of the Offer Document.

* * *

On 16 March 2018 YNAP’s Board of Directors met to examine the Offer and to resolve on the approval of the Issuer’s Announcement.

Following its review, the Board of Directors has approved this Issuer’s Announcement including, among other things, the reasoned opinion of the Board itself on the offer and on the fairness of the price, pursuant to Articles 103, Paragraphs 3 and 3-bis, of the TUF and Article 39 of the Issuers’ Regulation. The information contained in the present Issuer’s Announcement are drawn from the documents examined by the Board of Directors as described in Chapter 1, Paragraph 1.3 below.

It is however understood that, for a complete and full knowledge of all the requirements, terms and conditions of the Offer, reference must be made to the Offer Document, published by the Offeror according to the applicable law and regulations. This Issuer’s Announcement is not meant to replace in any way the Offer Document or any other document relating to the Offer pertaining to the competence and responsibility of the Offeror, and released by the latter, and does not constitute in any way, nor can be intended as, a recommendation to tender or not to the Offer and does not replace the judgment of each shareholder in relation to the Offer.

– 137 YOOX Net-A-Porter Group S.p.A. Offer Document

1. DESCRIPTION OF YNAP’S BOARD OF DIRECTORS MEETING

1.1 Members in attendance and specification of the possible conflicts of interest pursuant to Articles 2391 of the Civil Code and 39, Paragraph 1, letter b), of the Issuers’ Regulation

The following directors were attending, present in person or by conference call, the meeting of YNAP Board of Directors held on 16 March 2018, during which the Offer was examined and the 103 Notice approved:

x The Chairman of the Board of Directors, Raffaello Napoleone;

x the Directors, Federico Marchetti e Stefano Valerio;

x the Independent Directors, Eva Chen, Alessandro Foti, Catherine Gérardin-Vautrin, Vittorio Radice e Laura Zoni.

The Directors Cedric Bossert, Richard Lepeu and Robert Kunze-Concewitz have explained their absence prior to the meeting.

For the Board of Statutory Auditors the Chairman Marco Maria Fumagalli and the Statutory Auditors Patrizia Arienti and Giovanni Naccarato (via audio-conference) were present

During the aforementioned meeting, the following members of the Board of Directors informed that they had a personal interest or represented an interest of third parties in the Offer, also under the terms of Articles 2391 of the Italian Civil Code and 39, paragraph 1, letter b) of the Issuer Regulation.

The directors Raffaello Napoleone, Federico Marchetti, Stefano Valerio and Vittorio Radice declared to own, as of the date of approval of the 103 Notice: (i) Mr. Napoleone, no. 14,555 YNAP Shares; (ii) Mr. Marchetti, directly and indirectly, no. 5,164,667 YNAP Shares and no. 2,417,147 Change of Control Stock Option; (iii) Mr. Valerio, no. 114,200 YNAP Shares and no. 90,000 Change of Control Stock Option; and (iv) Mr. Radice, no. 10,000 YNAP Shares.

In addition the Chief Executive Officer has also declared to have executed the Irrevocable Undertaking.

For the sake of completeness, please note that Mr. Kunze-Concewitz owns no. 7,000 YNAP Shares and the Vice Chairman of the Board of Directors, Mr. Stefano Valerio, is a partner of Gatti Pavesi Bianchi Law Firm which assist YNAP as legal advisor, also with reference to the Offer.

Please also note that the directors Richard Lepeu and Cedric Bossert have been appointed as members of the Issuer’s Board of Directors upon Richemont’s indication and that at the date of the Issuer’s Announcement, as indicated in the Offer Document (See Section A, Paragraph A.12), they have roles in companies belonging to the Richemont Group. In particular, as indicated in the Offe Document:

x Cedric Bossert, director, is, at the Offer Document Date, chairman of the board of

138 – YOOX Net-A-Porter Group S.p.A. Offer Document

directors of Richemont Italia, and also group general counsel of Richemont;

x Lepeu, director, is, at the Offer Document Date, member of the board of directors of certain companies belonging to the Richemont Group.

For sake of completeness, please note that, on 9 March 2018, pursuant to Article 14, Paragraph 2, of the Issuer’s articles of association, YNAP’s outgoing Board of Directors, with reference to the third issue on the agenda of the Ordinary General Assembly of the Company called on 20 April 2018 in a single call, has presented its list of the candidates for the appointment of the board of directors of YNAP to be presented to the Assembly, made up of 9 candidates, among which Messrs Cedric Bossert and Richard Lepeu (see also A.12 of the Warnings Section of the Offer Document). For further information on the list presented by the outgoing Board of Directors of YNAP, reference is made to the documentation published in compliance with the law and regulations made available on the Issuer’s website (www.ynap.com, Governance Section). For sake of completeness, please note that – pursuant to the Regulation approved by Consob with resolution No. 17221 of 12 March 2010, as subsequently amended and implemented, as well as Article 2.1, Point 8, of the Procedure on related parties transactions (named “Disciplina delle operazioni con parti correlate”), adopted by YNAP – Richemont UK is a related party to the Issuer because at the Offer Document Date it holds a shareholding greater than 20% of the voting rights in YNAP’s Assembly. As indicated in the Offer Document (Paragraph A.3, Warnings Section) Richemont UK is directly controlled by Richemont Luxco and indirectly controlled by Compagnie Rupert. The Offeror is controlled, indirectly through Richemont Luxco, Richemont Italia, and Richemont, by Compagnie Rupert. Therefore, Richemont UK (under common control with the Offeror), Richemont Italia (directly controlling the Offeror), Richemont Luxco (directly controlling Richemont Italia), Richemont and Compagnie Rupert (controlling, directly and indirectly, as the case may be, all the companies listed above) are related parties to the Issuer. All transactions with related parties are described in YNAP’s accounting documents according to the applicable law.

Finally, we point out that, Compagnie Rupert, Richemont, Richemont UK, Richemont Luxco and Richemont Italia are also persons acting in concert with the Offeror in relation to the Offer, according to Article 101-bis, Paragraph 4-bis, of the TUF (see Paragraph B.1.4.b of the Offer Document).

1.2 Indications about the participation of the members of the administrative body in the negotiations for the finalisation of the Offer Please note that, during the period in which CFR has performed due diligence activities with reference to the Issuer, the Chief Executive Officer, Mr. Federico Marchetti, has actively participated to the negotiations with CFR related to the Offer Consideration and for the definitions of the terms of the Irrevocable Undertaking CFR, of the Amendment Agreement of the Shareholders’ Agreement and of the Irrevocable Undertaking. Without prejudice to the foregoing, no other member of the YNAP Board of Directors played any part in the negotiations of the Offer Consideration. For the sake of completeness please note that: (i) on 21 January 2018, in the best interest of all shareholders of the Company, resolved – subject to the release (and filing with Consob) of the 102 Notice in the terms reported in the Whereas – a waiver to the standstill provision under the Shareholders’ Agreement; and (ii) on the same date, the Chief Executive Officer, Mr. Federico

– 139 YOOX Net-A-Porter Group S.p.A. Offer Document

Marchetti, has assumed the Irrevocable Undertaking.

1.3 Documents examined

YNAP’s Board of Directors, in evaluating the Offer and the related Consideration, as well as in approving the this Issuer’s Announcement, has examined and evaluated:

Announcement pursuant to Article 102, published by the Offeror on 22 January 2018;

the Offer Document, as filed by the Offeror with Consob on 12 February 2018, transmitted to the Issuer in the various versions as amended in the course of Consob’s review, and on 15 March 2018 in the draft approved by Consob with resolution No. 20335 of 14 March 2018;

the fairness opinion by the Board of Director’s financial advisor, Bank of America Merrill Lynch, on 16 March 2018, as better illustrated in the following Chapter 4, Paragrah 4.3.3., of this Issuer’s Announcement;

the fairness opinion by the Board of Director’s financial advisor, Mediobanca, on 16 March 2018, as better illustrated in the following Chapter 4, Paragrah 4.3.3., of this Issuer’s Announcement.

For its assessment of the Offer and of the fairness of the Consideration, YNAP’s Board of Directors

Ai fini della propria valutazione sull’Offerta e sulla congruità del Corrispettivo, il Consiglio di Amministrazione di YNAP non si è avvalso di pareri di esperti o di documenti di valutazione diversi da quelli sopra indicati.

1.4 Esito della riunione del Consiglio di Amministrazione Upon completion of the board meeting, the YNAP Board of Directors approved the 103 Notice with the favorable vote of all the directors attending the meeting. Following the approval of the 103 Notice, the Board of Directors resolved to grant to the Chairman, Mr. Raffaello Napoleone, any wider and/or relevant power to, inter alia, execute any fulfillment necessary for the publication of the 103 Notice (attached to the Offer Document that will be published by the Offeror) and, if necessary, to make any amendments and/or additions to the 103 Notice which may be required by Consob or by any other competent authority and to make the updates that, under the terms of Article 39, paragraph 4, of the Issuer Regulation, may become necessary as a result of the change to the information given in the this 103 Notice. The Board of Statutory Auditors has acknowledge the resolution adopted by the Board of Directors, without raising observation.

2. DATA AND USEFUL ELEMENTS FOR THE EVALUATION OF THE OFFER

This Announcement pursuant to Article 103 of the TUF has been published together with the Offer Document and constitute an appendix to the same, as agreed with the Offeror.

140 – YOOX Net-A-Porter Group S.p.A. Offer Document

For a complete and analytical knowledge of the characteristics and key elements of the Offer, as well as all the terms and conditions of the same see the content of the Offer Document and, in particular, the following Sections and Paragraph:

Section A - Warnings;

Section B, Paragraph B.1 - The Offeror;

Section B, Paragraph B.2.9 – Main information resulting from the Issuers’ financial results;

Section C – Type and quantity of the financial instruments comprising the Offer;

Section E – Unit consideration for the financial instruments and its justification;

Section F – Offer terms and conditions, date and terms of payment of the Consideration and return of securities forming covered by the Offer;

Section G – Operating terms, proper compliance guarantees and future plans of the Offeror.

3. UPDATE ON THE INFORMATION AVAILABLE TO THE PUBLIC AND COMMUNICATION ON THE MATERIAL FACTS PURSUANT TO ARTICLE 39, PARAGRAPH 1, LETTER E) AND F), OF THE ISSUERS’ REGULATION

3.1 Information on material facts occurred after the approval of the financial statement as at 31 December 2017

The Board of Directors of YNAP on 6 March 2018 examined and approved the draft of the financial statement for the 2017 financial year – which will be submitted to the approval of the ordinary shareholders’ meeting of the Company only called on 20 April 2018 – as well as the consolidate financial statement for the financial year as at 31 December 2017.

For further information on: (i) the financial data of YNAP for the financial year as at 31 December 2017 and the relevant comparative data; (ii) the main events occurred after 31 December 2017; as well as (iii) the predictable development of the management for the 2018 financial year, see the Issuer’s announcement published on 6 March 2018, as well as the “2017 full year results presentation”, both available on the YNAP’s website (www.ynap.com), respectively in Section Investor Relations/Press Releases and Investor Relations/Presentations. The essential elements of the YNAP’s announcement published on 6 March 2016 are also provided in Paragraph B.2.9 of the Offer Document.

For the sake of completeness, please note that on 9 March 2018 the notice of call of the shareholders’ meeting of YNAP being convened on 20 April 2018 at 10:00 a.m. in Milan – Via Filodrammatici no. 3 to resolve upon, among others: (i) approval of the financial statement of YNAP as at 31 December 2017; (ii) appointment of the Board of Directors; (iii) the appointment of the Board of Statutory Auditors and its President; (iv) appointment of the independent auditor for the years 2018 – 2026 pursuant to Legislative Decree 39/2010 and Regulation (EU) no. 537/2014.

– 141 YOOX Net-A-Porter Group S.p.A. Offer Document

As specified in the aforementioned notice of call, the annual financial report, including the draft of the financial statement as at 31 December 2017, the consolidated financial statement as at 31 December 2017 and the management report, together with the KPMG S.p.A.’s report and the Board of Statutory Auditors’ report, will be published, pursuant to Article 154-ter of the TUF, within 30 March 2018 with the modalities indicated in the notice of call.

On 9 March 2018, pursuant to Article 14, Paragraph 2, of the articles of association of YNAP, the outgoing Board of Directors of YNAP, with reference to the third point on the agenda for the shareholders’ meeting convened on 20 April 2018, presented its list of candidates to be proposed to the shareholders’ meeting (see also Warning A.12 of the Offer Document).

For further information on the shareholders’ meeting, on the list of candidates presented by the outgoing Board of Directors of YNAP and the related proposals, see the documentation published pursuant to the applicable law and regulation and available to the Issuer’s website (www.ynap.com, Sezione Governance).

It is noted that YNAP issued and allotted: (i) no. 14,166 YNAP Shares upon the exercise of no. 14,166 Stock Option, on 9 March 2018; (ii) no. 55,599 YNAP Shares upon the exercise of no. 55.599 Stock Option, on 12 March 2018; (iii) no. 19,500 YNAP Shares upon the exercise of no. 19,500 Stock Option, on 13 March 2018; (iv) no. 7,500 YNAP Shares upon the exercise of no. 7,500 Stock Option, on 14 March 2018; (v) no. 10,833 YNAP Shares upon the exercise of no. 10,833 Stock Option, on 15 March 2018; (vi) no. 18.333 YNAP Shares upon the exercise of no. 18,333 Stock Option, on 16 March 2018. For further information see the relevant public announcement available on the website www.ynap.com, Section Investor Relations/Press Release.

3.2 Information on the recent trends and the perspectives of the Issuer, if not contained in the Offer Document

There are no further information on the recent trends and the future perspectives of the Issuer compared to what is stated in the press released issue by YNAP on 6 March 2018 mentioned under the preceding Paragraph 3.1 of this Announcement pursuant to Article 103 of the TUF, whose main elements are contained in Paragraph B.2.9 of the Offer Document.

4. ASSESSMENTS OF THE BOARD OF DIRECTORS OF YNAP ON THE OFFER AND ON THE FAIRNESS OF THE CONSIDERATION

4.1 Elements taken into account by the Board of Directors in making its assessment

As mentioned under Section 1, Paragraph 1.3 of this Announcement pursuant to Article 103 of the TUF, in providing its assessment on the Offer and on the fairness of the Consideration, the Board of Directors of the Issuers considered, inter alia:

the information and the assessments on the Consideration contained in the Offer Document;

the fairness opinion of the Financial Advisors of YNAP, Bank of America Merrill Lynch and Mediobanca, attached to this Announcement pursuant to Article 103 of the TUF

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under Annex “A” and Annex “B”, respectively.

4.2 Assessments on the reasons for the Offer and on the future programs of the Offeror

4.2.1 Reasons for the Offer

The Board of Directors of YNAP acknowledges the reasons for the Offer described in the Introduction of the Offer Document and under Paragraph G.2.1 of the Offer Document itself.

In particular, the Offeror declared that Richemont has been committed to the Net-A-Porter business since its infancy, becoming a minority investor first, and then a controlling shareholder in 2010. Since the Net-A-Porter merger with Yoox S.p.A. in 2015, Richemont has continued to support the combined group as its largest shareholder, convinced of the compelling market opportunity and impressed with the quality of YNAP’s management team, led by Mr Federico Marchetti, YNAP’s managing director.

The Offer Document also highlights that, as the digital channel becomes increasingly critical to engage with customers in the luxury industry, the Richemont Group intends to further strengthen its commitment to this channel.

Therefore - as highlighted in the Offer Document - the Offer is a tool to implement the Offeror’s plan aimed at acquiring the Issuer’s entire share capital and achieving the Delisting. The Delisting could result from (i) the fulfilment of the Purchase Obligation pursuant to Article 108, paragraph 1, of the TUF and/or Purchase Obligation pursuant to Article 108, paragraph 2, of the TUF and/or the exercise of the Squeeze-out Right; or (ii) the merger of YNAP into the Offeror after completion of the Offer.

With reference to the intention of the Offeror to acquire the entire ordinary share capital of the Issuer and to reach the Delisting instead of acquiring a controlling shareholding (but less than 100% of the share capital) over the share capital of the Issuer, it is worth noting that such goal is in line with the strategy pursued by the Richemont Group in acquisition transactions over the past years. In fact, Richemont typically aims to acquire the entire share capital of its targets as the full control allows Richemont to more easily achieve long-term business targets of its subsidiaries by increasing operating and decision-making flexibility and enabling Richemont to provide full support and to share information with its subsidiaries, without the constraints imposed by the presence of minority shareholders. It also allows the subsidiaries to focus on their businesses without the obligations of public reporting and other regulatory requirements related to listed company status.

As mentioned in the Offer Document, the Richemont Group intends to continue supporting the Issuer’s growth and believes that its long-term business targets will be more easily achieved and effectively pursued with a narrower shareholder base after the Delisting, as the latter will increase the operating and decision-making flexibility necessary to achieve such targets.

As stated by the Offeror, Richemont’s decision to launch the Offer to acquire the entire ordinary share capital of the Issuer is consistent with (i) a broader acknowledgment, by the Richemont

– 143 YOOX Net-A-Porter Group S.p.A. Offer Document

Group, of the increasing importance of the digital channel in its business strategy going forward, and the decision to further strengthen its commitment to this channel; (ii) with general trends in the luxury sector, in light of the growing importance of the digital channel in sales, marketing and communication, for luxury consumers, who increasingly require an omni-channel offer alongside and in combination with brick & mortar retail activities. In recent years, sales through the digital channel have significantly outperformed the physical retail channel, and industry experts expect this trend to accelerate in the future. The e-commerce space has also seen continued strategic and M&A activity recently, which is further reshaping the competitive landscape.

According to the Offeror, in light of these trends, over the past months, the Richemont Group has determined to enhance its digital know-how and presence, and to achieve this objective has undertaken several initiatives such as including highly qualified professional figures within the board, senior management and other key personnel. It is in this context that Richemont has also reached the decision to launch the Offer.

For further information on the e-commerce agreement entered into starting from 1 January 2017 between Richemont (or its affiliates), on the one hand, and YNAP (or its affiliates), on the other hand, in the ordinary course of business, please see Paragraph H.1 of the Offer Document.

In the Offer Document (please see Paragraph A.10.1.c) is stated that the Offeror, depending on the results of the Offer, may decide to:

(i) achieve the Delisting also through the Merger, in case, upon completion of the Offer (also including the potential Reopening of the Offer), the requirements for the Purchase Obligation pursuant to Article 108, paragraph 1, of the TUF, for the Purchase Obligation pursuant to Article 108, paragraph 2, of the TUF and for the Squeeze-out Right are not met and therefore the Issuer is still listed, all in compliance with the applicable laws and corporate governance procedures; or

(ii) carry out the Merger for reorganizational purposes (i.e., to more easily achieve and effectively pursue its business targets) even if the Delisting has already been achieved as a result of the Offer.

With respect to the possible Merger, the Offer Document also states that:

x if the Merger is carried out when the Issuer is still listed, the shareholders of the Issuer which have not accepted the Offer and which have not taken part to (or have voted against) the resolution approving the Merger will have the Withdrawal Right, since they would receive, in exchange for their YNAP Shares, shares of an unlisted company (i.e. the incorporating entity in the context of the Merger). In such case, the liquidation value of the YNAP Shares for which the Withdrawal Right has been exercised will be determined pursuant to Article 2437-ter, paragraph 3, of the Civil Code, by sole reference to the arithmetical average of the closing trading prices achieved in the six months preceding the publication of the notice of call of the shareholders’ meeting voting on the Merger (the “Arithmetical Average”). In light of the above, the closer to the completion of the Offer the Merger is carried out, the more the Arithmetical Average and, therefore, the liquidation value of the YNAP Shares in case of exercise of the Withdrawal Right, will be influenced by the Consideration and by its effect on the price developments after the Launch Date. As

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a consequence of the above, the YNAP’s shareholders that decide not to exercise their Withdrawal Right, would become owners of shares that are not traded on any regulated market, making it difficult for them to liquidate their investment in the future.

x in case, upon completion of the Offer (including the potential fulfilment of the Purchase Obligation pursuant to Article 108, paragraph 2, of the TUF), the Delisting is achieved and, then, the Merger is carried out, the shareholders of YNAP who have not taken part to (or have voted against) the resolution approving the Merger will not have the Withdrawal Right (without prejudice to the withdrawal right if one or more of the circumstances under Article 2437 of the civil code should occur);

x the Merger may fall within the scope of application of article 2501-bis of the Civil Code. In this respect, the shareholders of YNAP that decide not to tender their YNAP Shares to the Offer, nor to benefit from the Purchase Obligation pursuant to Article 108, paragraph 2, of the TUF, nor to exercise the Withdrawal Right following the Merger, would become shareholders of the incorporating company, which will have a debt level higher than the one of the Issuer prior to the Merger. In this respect, please see the following Paragraph 6 of the Announcement pursuant to Article 103 of the TUF.

As mentioned in the Offer Document, as at the Offer Document Date, neither the Offeror nor the Issuer have taken any formal decision or adopted any resolution or developed any internal plan or analysis on the Merger or its implementation.

For further information on the Merger please see Paragraph A.10.1.c of the Offer Document and the following Paragraph 6 of the Announcement pursuant to Article 103 of the TUF.

4.2.2 Future programs of the Offeror

The Board of Directors of YNAP also acknowledges the future programs that the Offeror intends to pursue with respect to the Issuer’s activity and that are described in Paragraph G.2.2. of the Offer Document. Such Paragraph highlights that, through its long-term commitment and resources, sophisticated and globally dispersed clientele, the Richemont Group intends to further strengthen YNAP’s leadership in luxury e-commerce, grow the business in existing and new geographies, increase product availability and range, and continue to develop services and content for YNAP clientele.

According to the programs described by the Offeror, as part of the Richemont Group, YNAP would continue to be run as a separate business alongside Richemont Group’s other businesses, ensuring it remains a neutral and highly attractive platform for third party luxury brands.

Richemont recognises the central role of YNAP’s current top management as a key element of its success, its growth and its activities. Therefore, Richemont intends to keep YNAP’s headquarters in Italy and grant the continuity of YNAP’s business and entrepreneurial culture. With reference to the foregoing, the YNAP Board of Directors deems that the Offeror’s programs are consistent with the industrial growth strategy and the business model of YNAP, considering, among the other things, the Offeror’s intentions to: (i) further strengthen YNAP’s leadership in luxury e-commerce, supported by Richemont Group’s long-term commitment and resources; (ii) run YNAP as a separate business alongside the Richemont Group’s other

– 145 YOOX Net-A-Porter Group S.p.A. Offer Document

businesses; (iii) ensure that YNAP will remain a neutral and highly attractive platform for luxury brands; (iv) grant the continuity of YNAP’s business and entrepreneurial culture, recognizing the central role of YNAP’s current top management as a key element of its success, its growth and its activities; and (v) keep YNAP’s headquarters in Italy.

According to the Offer Document (please see Paragraph G.2.4), Richemont attaches great importance to the skills and experience of the existing management and employees of YNAP. The Offeror also highlighted that the performance of the Richemont Group depends significantly on the efforts and abilities of some key personnel. Failure to address the risk of losing YNAP’s key personnel could disrupt the Richemont Group’s business and have an adverse effect on operating results of the Richemont Group (please see Warning A.15).

As highlighted by the Offeror in the Offer Document (please see Paragraph G.2.4), the Offeror intends to fully safeguard the existing employment rights of all of YNAP’s employees following completion of the Offer, in accordance with statutory and contractual requirements.

The Board of Directors of YNAP also acknowledges that, as the Offer Document Date (please see Paragraphs G.2.3 and G.2.4):

(i) the Offeror and Richemont have not made any plans in respect to commitments of expenditure for investments of particular importance beyond those normally required for the operational management of the business areas in which YNAP is involved; and

(ii) no decision has been taken by the Offeror with respect to reorganisations involving YNAP and the YNAP Group (e.g., demergers or spin-offs) to be carried out in the twelve months following the Consideration Payment Date.

4.2.3 Envisaged changes in the composition of the corporate bodies and in YNAP’s articles of association

The board of directors of YNAP at the date of the Announcement pursuant to Article 103 of the TUF will expire on the date of the shareholders’ meeting called to approve the financial statements at 31 December 2017, called for 20 April 2018, in only call. As mentioned in the previous Paragraph 3.1 of the Announcement pursuant to Article 103 of the TUF, on 9 March 2018, the exiting Board of Directors of YNAP, with respect to the third item on the addenda of the shareholders’ meeting of 20 April 2018, submitted, in accordance with article 14, paragraph 2 of YNAP’s articles of association, a list for the appointment of the administrative body of YNAP to the shareholders’ meeting (reference is made to the list submitted by the exiting Board of Directors of YNAP and to the related proposals submitted by the Board of Directors itself, available at www.ynap.com, Governance Section and in Warning A.12 of the Offer Document).

As mentioned under Paragraph G.2.5 of the Offer Document, it is the intention of the Offeror that, after completion of the Offer, the composition of the board is readjusted in order to reflect the fact that the Offeror will have become the controlling shareholders of YNAP and, if applicable, the fact that YNAP may no longer be listed on the MTA.

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The Board of Directors also acknowledges that the Offeror declared (please see Paragraph G.2.6 of the Offer Document) that, upon completion of the Offer, the following scenarios may apply: if the conditions for the Delisting are not met, the Offeror may propose the amendment of the articles of association in order to (i) allow Richemont UK, a company indirectly controlled by Compagnie Rupert, to freely convert its ‘B’ shares into YNAP Shares; (ii) remove any restriction to the right of owners of ‘B’ shares to designate members of the Board of Directors and vote the relevant resolutions. This latter amendment may allow the Offeror to appoint more than two members of the Board of Directors of the Issuer, coherently with the controlling shareholding then held by the Offeror and the Persons Acting in Concert; if, upon occurrence of the relevant conditions, the Delisting is ordered by Borsa Italiana, the Offeror may promote the amendment of the existing articles of association of the Issuer in order to adapt the articles of association of YNAP to those of an unlisted company. This would also include the removal of any restriction to convert ‘B’ shares into YNAP Shares and to the right of owners of ‘B’ shares to designate members of the board of directors and to vote in the relevant resolutions. As a consequence of this latter amendment, Richemont UK will be entitled to freely convert all its ‘B’ shares into YNAP Shares. With respect to the conversion of the class ‘B’ shares, the Board of Directors acknowledges that - as indicated in the Offer Document (Paragraphs A.17.1 and G.4.1) – Richemont UK, a company indirectly controlled by Compagnie Rupert:

reserves its right to convert its ‘B’ shares into YNAP Shares in compliance with the current provisions of article 5.5 of the articles of association of YNAP. Such provision grants the owners of class ‘B’ shares of YNAP and, therefore, Richemont the right to convert the class ‘B’ shares at a ratio of 1 YNAP Share per each class ‘B’ share converted (and, therefore, without any consideration) at any time under the condition that the overall number of YNAP Shares owned after the conversion by Richemont (including the YNAP Shares owned by the controlling company, the controlled companies and the companies under common control on the basis of the definition of control provided by IAS and IFRS, from time to time applicable, and therefore by the Persons Acting in Concert) does not exceed 25% of the share capital represented by YNAP Shares. As a consequence of the above, the Conversion cannot be carried out after completion of the Offer at the Consideration Payment Date (and, therefore, cannot be carried out during the Reopening of the Acceptance Period);

will therefore be able to convert the class ‘B’ shares into YNAP Shares only within the limits of YNAP’s articles of association, i.e. until reaching an overall amount of YNAP Shares not exceeding 25% of the ordinary share capital of the Issuer. The Conversion could be carried out by Richemont UK to allow the Offeror, together with the Persons Acting in Concert, (i) to exceed the Waiver Minimum Threshold and to fulfil the Minimum Acceptance Level Condition, taking into account (a) the YNAP Shares deriving from the Conversion allotted to Richemont UK within the moment of the press release on the provisional results of the Offer, and (ii) the YNAP Shares that, at the time of the press

– 147 YOOX Net-A-Porter Group S.p.A. Offer Document

release on the provisional results of the Offer, still have to be allotted to Richemont UK upon requests for Conversion already made to the Issuer at that moment; (ii) to exceed 90% of the ordinary share capital of the Issuer and to meet the conditions for the Delisting following the fulfilment of the Purchase Obligation pursuant to Article 108, paragraph 2, of the TUF, taking into account the YNAP Shares deriving from the Conversion allotted to Richemont UK within the moment of the Press Release on the Offer Results; or, under certain conditions, (iii) to reach 95% of the ordinary share capital of the Issuer for the purpose of the application of Article 111 of the TUF and, consequently, the exercise of the Squeeze-out Right.

holds 22,786,452 YNAP Shares, representing 24.76% of YNAP’s ordinary share capital. The allotted Stock Options that become exercisable during the Acceptance Period (or during the Reopening of the Acceptance Period) are no. 1,541,973. For the above mentioned purposes, Richemont UK could require the assignment, upon Conversion, of a maximum amount of YNAP Shares equal to: (i) no. 296,748, assuming that none of the Stock Options are exercised and, therefore, it could hold an overall maximum amount of YNAP Shares equal to 23,083,2005; (ii) no. 810,739, assuming the exercise and subscription of all the Stock Options and, therefore, in such case, it could hold an overall maximum amount of YNAP Shares equal to 23,597,1916. In both cases under (i) and (ii), the Offeror’s shareholding, taking into account the ordinary share capital of YNAP and of the YNAP Shares held by Richemont UK, would be equal to maximum 25% of the ordinary share capital of YNAP. In light of the above, in order to exceed the 90% threshold of YNAP Shares through the Conversion, the Offeror, together with the Persons Acting in Concert, at the end of the Acceptance Period, should come to own a percentage of the ordinary share capital of YNAP equal to 89.13%, assuming the exercise of all the Stock Options and the issuance of the related YNAP Shares, and equal to 89.70% assuming the none of the Stock Options are exercised. In order to allow the Offeror to include the YNAP Shares resulting from the Conversion for the purposes of exceeding or reaching the above thresholds in view of the Delisting, the Conversion should be exercised in compliance with and within the terms set by article 5.7 of the articles of association of YNAP by means of requests made before the press release on the provisional results of the Offer and the YNAP Shares resulting from the Conversion should be issued before the issuance of the Press Release on the Offer Results. Article 5.7 of YNAP’s articles of association provides, inter alia, in case of Conversion, the Board of Directors must take all actions necessary to ensure that the YNAP Shares issued for the purposes of the Conversion itself are issued within the fifth Stock Exchange Trading Day of the calendar month following the submission by the holder of ‘B’ shares of the relevant request, and in any case within the time required by the applicable law and regulation. For information on the modalities of calculation of the mentioned percentages of 89.13% and 89.70% of YNAP’s ordinary share capital please see Paragraph G.4.1 of the Offer Document.

5 Please note that, during the Acceptance Period, the Change of Control Stock Options will not be exercisable since the condition for their exercise is not fulfilled.

6 See footnote preceding.

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Moreover, the Board of Directors acknowledges that - as indicated in the Offer Document (Paragraph A.4) - the Delisting could also be reached after the completion of the Offer (also including the potential Reopening of the Offer): (i) as a consequence of potential acquisitions of YNAP Shares carried out by the Offeror and/or the Persons Acting in Concert and/or the conversion of the class ‘B’ shares of YNAP owned by Richemont UK following the amendments to the articles of association of YNAP aimed at allowing Richemont UK to freely convert all its class ‘B’ shares, if such acquisitions and/or the conversion will entail the 90% threshold of the ordinary share capital of the Issuer to be exceeded; or (ii) as a consequence of the Merger. For further information on the conversion of the class ‘B’ shares into ordinary shares of YNAP following the completion of the Offer and on the possible scenarios in which the conversion, following the completion of the Offer, could have an impact on the shareholding of the shareholders of YNAP (other than the Offeror), see Paragraphs A.17.2 and G.4.2 of the Offer Document.

4.3 Assessment of the fairness of the Consideration

4.3.1 Main pieces of information on the Consideration stated in the Offer Document

According to Paragraph E.1 of the Offer Document, the Offeror will pay to each person/entity tendering his/her/its YNAP Shares to the Offer the Consideration, equal to EUR 38.00 per each YNAP Share tendered in the Offer. The Consideration will be entirely paid in cash on the Consideration Payment Date (or on the potential Consideration Payment Date after the Reopening of the Acceptance Period).

The Consideration shall be calculated net of stamp duty, commissions and expenses, whose costs will be borne by the Offeror. The tax on capital gains, if due, shall be paid by the Tendering Shareholders.

As mentioned in the Offer Document, the Consideration was determined following an independent evaluation by the Offeror on the basis of the Issuer’s economic and financial situation, as shown in the financial statements, as well as on YNAP Group’s growth potential in the medium-long term, as communicated by the Issuer and resulting from recent research published by financial research analysts. As specified in the Offer Document, in determining the Consideration, the Offeror did not make use of appraisals provided by independent experts aimed at evaluating the adequacy of the same.

In particular, the Consideration was determined by the Offeror on the basis of independent analysis, taking into consideration the following elements: x the official listing price of the last full trading day preceding the Launch Date (19 January 2018); x the daily volume weighted average of the official price of YNAP Shares in different time intervals - monthly, quarterly, half-yearly and yearly - within the 12 months prior to the last full trading day preceding the Launch Date (19 January 2018) (see Paragraph E.1.2 of Section E of the Offer Document); x the implicit premia recognized in previous tender offers with majority shares, as better specified in the Offer Document (see Paragraph E.1.2 of Section E of the Offer Document);

– 149 YOOX Net-A-Porter Group S.p.A. Offer Document

x the Issuer’s target prices expressed by financial research analysts during the period between the publication of the Issuer’s results for the third quarter of 2017 (8 November 2017) and the 19 January 2018, as better specified below (see Paragraph E.1.3 of Section E of the Offer Document).

The Offer Document also specifies that:

the official minimum and maximum prices recorded for YNAP Shares in the twelve months preceding the 19 January 2018 are respectively Euro 21.50 (15 March 2017) and Euro 33.63 (12 October 2017);

the Consideration represents a premium of 25.6% compared to the closing price on 19 January 2018 (i.e. the Stock Exchange Trading Day preceding the Launch Date) and a premium of 27.0% compared to the volume weighted average price at 3 months, while the premia paid in previous tender offers reported an average premium of 17.0% on the volume weighted average price at 3 months;

the Consideration represents a price above the average of the target prices expressed by financial research analysts for the Issuer during the period between 8 November 2017 and 19 January 2018.

in the last and current financial years, the Offeror have not carried out finance transactions on the Issuer’s financial instruments subject to the Offer.

The following table - contained in Paragraph E.1.1 of the Offer Document - presents the premia as compared to the weighted average of the official recorded prices for the considered reporting periods:

La seguente tabella – contenuta nel Paragrafo E.1.1 del Documento di Offerta – riepiloga in forma tabellare i premi rispetto alla media ponderata dei prezzi di chiusura dei periodi di riferimento sotto considerati: Time periods prior to the Weighted average of Implicit premium announcement date official prices in the (Euro) Consideration 1 month 29.74 27.8% 3 months 29.93 27.0% 6 months 29.82 27.5% 12 months 26.54 43.2% Source: Bloomberg

For information, as provided by the Offeror, on (i) the implied premiums attributed in previous public tender offers and (ii) the target prices expressed by financial research analysts for the Issuer please see Paragraphs E.1.2 and E.1.3 of the Offer Document, respectively.

For a comparison of the Consideration with some indicators concerning the Issuer and for further information on the Consideration itself please see Section E of the Offer Document.

The Maximum Disbursement, in the event of full acceptance of the Offer, amounts to EUR

150 – YOOX Net-A-Porter Group S.p.A. Offer Document

2,690,079,812.00. Such an amount includes also the value for the YNAP Shares that might be issued upon the execution of all the Stock Options. In the event of Reopening of the Acceptance Period and in the event of execution of the Purchase Obligation pursuant to Article 108, paragraph 1, of the TUF, the Purchase Obligation pursuant to Article 108, paragraph 2, of the TUF or exercise of the Squeeze-out Right, the Offeror might have to purchase additional maximum no. 2,045,598 YNAP Shares that the Issuer might issue upon the exercise by the relevant beneficiaries of the Change of Control Stock Options and, therefore, the Maximum Disbursement would increase to EUR 2,767,812,536.00 (please see Paragraph E.2 of the Offer Document).

Paragraph G.1 of the Offer Document also states that in order to guarantee the full and correct performance of the Offeror’s payment obligations relating to the Offer pursuant to, and for the purpose of, Article 37-bis, paragraph 3, of the Issuers’ Regulation, Goldman Sachs International Bank has issued a letter (the Cash Confirmation) by which it has irrevocably and unconditionally undertaken to make available the amount due by the Offeror as the purchase price for the YNAP Shares tendered in the Offer and the YNAP Shares purchased in execution of the Purchase Obligation pursuant to Article 108, paragraph 1, of the TUF, the Purchase Obligation pursuant to Article 108, paragraph 2, of the TUF or the Squeeze-out Right, up to a maximum aggregate amount equal to the Maximum Disbursement

4.3.2 Summary of the results of the Financial Advisors of YNAP appointed by the Board of Directors THE FAIRNESS OPINION ISSUED BY BANK OF AMERICA MERRILL LYNCH The Board of Directors of the Issuer appointed Bank of America Merrill Lynch as financial advisor, independent from the Offeror and from its entire group, for the release of an opinion for the benefit of the Board of Directors as to the fairness of the Consideration, from a financial point of view, to the holders of the YNAP Shares, other than CFR. Bank of America Merrill Lynch released its fairness opinion on 16 March 2018, attached to this 103 Notice under Annex “A”. For the purpose of evaluating the fairness of the Consideration, Bank of America Merrill Lynch has used methodologies, on a going concern basis, in line with national and international best practices, applying the most appropriate methodologies, given the scope of the analysis and the specific features of the transaction. Market prices: Bank of America Merrill Lynch has analyzed the historical trading performance of the YNAP Shares during the period of twelve calendar months immediately prior to the Announcement Date; Comparable companies’ trading multiples: Bank of America Merrill Lynch has compared certain financial and stock information for YNAP with similar financial and stock market information for certain selected companies which have been considered comparable to YNAP and whose securities are publicly traded. The valuation multiples of such companies based on 2018 EV/Revenues and 2019 EV/Revenues have been calculated and have been applied to YNAP relevant metrics; Research analysts’ target prices: Bank of America Merrill Lynch has analyzed the target prices per ordinary share published, between the announcement of the 9M 2017 results (8 November 2017) and the publication of the Notice, by research analysts in their respective research notes on YNAP;

– 151 YOOX Net-A-Porter Group S.p.A. Offer Document

Discounted cash flow: Bank of America Merrill Lynch has performed a discounted cash flow analysis of YNAP on a standalone basis, using the YNAP forecasts, a range of discount rates of 7.4% to 9.4% (based on the YNAP estimated weighted average cost of capital determined using the Capital Asset Pricing Model) and a terminal value at the end of YNAP management financial projection period (calculated based on EV/Revenues multiples of 1.5x - 1.8x); Precedent transactions: Bank of America Merrill Lynch has reviewed the financial aspects of certain selected merger and acquisition transactions, in which the companies being acquired operated wholly or partially in the online fashion retailing business, and which has been considered comparable to YNAP. Estimates of the LTM EV/ Revenues multiples paid by the acquirer in each such transaction have been calculated and have applied to YNAP relevant metric; Precedent tender offer premia: Bank of America Merrill Lynch has analyzed the historical average premia paid in precedent tender offer launched on shares listed in the Italian market. Such premia have been applied to the relevant volume weighted YNAP share prices to the Announcement Date. The table below summarizes the results of the analysis hereof described.

Methodology Min Implied Value per-Share Max Implied Value per-Share (€) (€) Market prices 21.5 33.6 Comparable companies’ 28.2 34.1 trading multiples Research analysts’ target prices 27.0 39.0 Discounted cash flow 33.0 40.8 Precedent transactions 31.7 38.4 Precedent tender offer premia 32.7 40.0 In addition, for reference purposes, Bank of America Merrill Lynch also observed the following information, not considered part of our financial analyses: (i) YNAP market prices after the Announcement Date and (ii) YNAP research analysts’ target prices published after the Announcement Date. Based upon its analyses and the value ranges per share resulting from such analyses and subject to the various assumptions and limitations set forth in its fairness opinion, Bank of America Merrill Lynch is of the opinion that the Consideration is fair, from a financial point of view, to the holders of the YNAP Shares, other than CFR. Please refer to the fairness opinion released by Bank of America Merrill Lynch on 16 march 2018 and attached to this 103 Notice for more details related to assumptions, hypothesis, analysis and valuation considerations.

THE FAIRNESS OPINION ISSUED BY MEDIOBANCA The Issuer's Board of Directors has appointed Mediobanca as financial advisor, independent versus the Offeror and the group to which the Offeror belongs, to issue a fairness opinion (the

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"Opinion") to the Board of Directors in relation to the fairness of the Consideration from a financial standpoint. Mediobanca issued its Opinion on 16 March 2018, attached to this 103 Notice under Annex "B". In referring to the Opinion for all further details, please note that Mediobanca used the methods and criteria indicated below, leading to the relevant results: main valuation methods: a) Share Price Performance method; b) Trading Multiples method. control valuation methods: a) Discounted Cash Flow method; b) Comparable Transactions method; c) Target Price method. While each of the valuation methodologies selected is a recognized methodology commonly used in both Italian and international valuation practice, each also has its own intrinsic limitations. Furthermore, such valuations should not be considered individually, but interpreted as an inseparable part of a single valuation process limited to the purposes of the Mediobanca Opinion. The results of the analysis, and in particular, the reference values for YNAP shares versus with the Consideration, are summarized below.

Implied Premium or Price per share (Discount) recognised in (EUR per share) Methodology the Offer (%) Min Max Min Max Share Price Performance 35.3 37.5 7.5% 1.4% Trading Multiples (EV/Sales) 33.4 34.9 13.6% 8. 9% Discounted Cash Flow 32.8 38.5 15.7% (1.3%) Comparable Transactions 23.5 38.7 61.4% (1.7%) Target Price 27.0 39.0 40.7% (2.6%) By applying the foregoing methodologies and criteria, as detailed in the Mediobanca Opinion attached to this 103 Notice to which full reference is made, and taking into account the difficulties and limits of the valuation methodologies and the underlying assumptions adopted, Mediobanca considers that with reference to the Offer, the Consideration is fair from a financial standpoint.

4.3.3 Assessments of the Board of Directors on the fairness of the Consideration During its meeting held on 16 March 2018, YNAP Board of Directors has acknowledged the

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information provided in the Offer Document and the assessments expressed in the fairness opinion issued by the Issuers’ Financial Advisors. More specifically, the Board of Directors deems that the methodological approach reported in the fairness opinions issued by the Issuers’ Financial Advisors are coherent with professional and market practice and suitable to allowing for the valuation to be completed. On such basis, the Board of Directors – in line with the considerations expressed in the fairness opinions issued by the Issuers’ Financial Advisors – considered, with the favorable vote of all the directors attending the meeting, the Consideration fair, from a financial point of view.

5. EFFECTS OF POSSIBLE SUCCESS OF THE OFFER ON THE EMPLOYMENT LEVELS OF YNAP AND ON THE LOCATION OF THE PRODUCTION SITES

According to what is stated the Offer Document (see Paragraphs A.4, G.2.2 and G.2.4), acknowledged by the Board of Directors of the Issuer (see the preceding Paragraph 4.2.2 of the Announcement pursuant to Article 103 of the TUF), Richemont:

(i) declared that it will ensure that YNAP remain a neutral and highly attractive platform for third party luxury brands;

(ii) recognised the central role of YNAP’s current top management as a key element of its success, its growth and its activities. Therefore, Richemont intends to keep YNAP’s headquarters in Italy and grant the continuity of YNAP’s business and entrepreneurial culture;

(iii) highlighted that the performance of the Richemont Group depends significantly on the efforts and abilities of some key personnel. According to Richemont, failure to address the risk of losing YNAP’s key personnel could disrupt the Richemont Group’s business and have an adverse effect on operating results of the Richemont Group (please see Warning A.15 of the Offer Document);

(iv) highlighted that it attaches great importance to the skills and experience of the existing management and employees of YNAP, and that the Richemont Group Richemont intends to put in place appropriate incentivisation arrangements with key members of YNAP management which will take effect as soon as feasible after completion of the Offer, with the aim of continuing to reward and retain such key people, and that the existing employment rights of all of YNAP’s employees will be fully safeguarded following completion of the Offer, in accordance with statutory and contractual requirements;

(v) declared that no decision has been taken with respect to reorganisations involving YNAP and the YNAP Group (e.g., demergers or spin-offs) to be carried out in the twelve months following the Consideration Payment Date.

YNAP’s employees have the right to issue an independent opinion on the consequences of the Offer on the occupation (Articles 103, paragraph 3-bis of the TUF and 39, paragraph 6 of the Issuers’ Regulation). As at the date of this Announcement pursuant to Article 103 of the TUF such opinion of the employees is not expected to be issued and, where issued, will be made available to the public in compliance with applicable laws and regulations.

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This Announcement pursuant to Article 103 of the TUF is circulated to the employees in accordance with Article 103, paragraph 3-bis of the TUF.

6. INFORMATION PURSUANT TO ARTICLE 39, PARAGRAPH 1, LETTER H) OF THE ISSUERS’ REGULATION

As mentioned under Paragraph 4.2.1 of this Announcement pursuant to Article 103 of the TUF, the Offeror declared in the Offer Document that, upon completion of the Offer, also in case the Delisting is not achieved following the Offer itself, it will consider the possibility to carry out the Merger by absorption of YNAP into the Offeror, and that, as at the Offer Document Date, neither the Offeror nor the Issuer have taken any formal decision or adopted any resolution or developed any internal plan or analysis on the Merger or its implementation. In the Offer Document, the Offeror declared, among other things, that the Merger may fall within the scope of application of article 2501-bis of the Civil Code (which applies to leveraged buy-out mergers). In this respect, the Board of Directors focuses the attention on the Offeror’s declaration that the shareholders of YNAP that decide not to tender their YNAP Shares to the Offer, nor to benefit from the Purchase Obligation pursuant to Article 108, paragraph 2, of the TUF, nor to exercise the Withdrawal Right following the Merger, would become shareholders of the incorporating company, which will have a debt level higher than the one of the Issuer prior to the Merger. In fact, the overall debt of the company resulting from the Merger will include both the pre-existing debt of the Issuer and that of the Offeror at the time of the Merger.

In relation to the latter, it is envisaged that – in the case hereby described – the existing debt of the Offeror will only be constituted by that incurred for the purposes of fulfil the obligation to pay the Consideration and the additional debt potentially incurred by the Offeror for the intercompany acquisition of the YNAP Shares owned by Richemont UK, a company indirectly controlled by Compagnie Rupert and under common control with the Offeror (as better described below). As at the Offer Document Date, it is not expected that the entity resulting from the Merger will have further debt as a consequence of the Merger. Please also note that, as mentioned under Paragraph G.1, Section G of the Offer Document, for the purpose of paying the Consideration of the Offer, the funds of the Richemont Group, either from the Facility or from other resources, will be made available to the Offeror through a proper combination of bearing-interest intercompany loans and equity injections or, in any case, net equity (coherently with the corporate structure of the Richemont Group and of its companies) in a proportion which could be approximatively equal to 30% debt and 70% equity or any other item of net equity.

In this respect, please consider that the net financial position of the YNAP Group resulting from the financial statements as at 31 December 2017 is positive and equal to ERU 83.7 million (please see YNAP’s press release of 6 March 2018, available on the website of YNAP, www.ynap.com, Section Investor Relations / Press Releases, and Paragraph B.2.9 of the Offer Document).

With respect to the Offeror’s indebtedness, the Offer Document states that, in case of Merger, the existing debt of the Offeror will only be constituted by that incurred for the purposes of fulfil

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the obligation to pay the Consideration (please see Introduction “Maximum Disbursement and Sources of Financing”) and the additional debt potentially incurred by the Offeror for the intercompany acquisition of the YNAP Shares owned by Richemont UK. The Offeror does not expect that the entity resulting from the Merger will have further debt as a consequence of the Merger (see Paragraph A.10.1.c). For information on the net financial position of the Richemont Group for the financial year 2017 and as at 30 September 2017 please see Paragraphs B.1.8.e and B.1.8.l of the Offer Document, respectively.

As mentioned under Paragraphs A.10.1.c and G.1 of the Offer Document, for the purpose of paying the Consideration of the Offer, the funds of the Richemont Group, either from the Facility or from other resources, will be made available to the Offeror through a proper combination of bearing-interest intercompany loans and equity injections or, in any case, net equity (coherently with the corporate structure of the Richemont Group and of its companies) in a proportion which could be approximatively equal to 30% debt and 70% equity or any other item of net equity. As underlined by the Offeror (see Warning A.10.1.c of the Offer Document). For information on the facility, on the main terms and conditions of the Facility Agreement and on the Bond please see Paragraph G.1 of the Offer Document.

With respect to the YNAP Group, as per the effects of the potential Merger and, in general, of the Offer on the facility agreements in place, as well as, on the necessity to execute new facility agreements, please see the following remarks.

(a) Pursuant to the provisions contained in two different facility agreements entered into between the Issuer and the European Investment Bank, both with final maturity date on 11 December 2019 for an aggregate maximum amount of Euro 45,000,000, and with an outstanding amount, as of 31 December 2017, of Euro 18,246,000, the bank is allowed to request the prepayment in full of any outstanding amount due under such facility agreements if: (i) a change of control of the Issuer will occur; or (ii) the Issuer is involved in any merger or, more in general, in any corporate reorganization transaction.

(b) Pursuant to the provisions contained in a further facility agreement entered into between the Issuer and a pool of banks with final maturity date on 4 August 2021, for an aggregate maximum amount of Euro 200,000,000 (the “Facility Agreement in Pool”) if the Issuer: (i) resolves to and carries out any merger transactions or any other extraordinary transactions the direct consequence of which is a breach of the “financial covenants”, or (ii) incurs in any financial indebtedness where an “event of default” is outstanding or if this entails a breach of the “financial covenants”, the banks shall be entitled to terminate the Facility Agreement in Pool or to withdraw from it, with the consequence that any outstanding amount due under such facility agreement shall became immediately due and payable.

Furthermore, again pursuant of the Facility Agreement in Pool, the Issuer must repay in full any outstanding amount due under such facility agreement if the Issuer’s shares cease to be listed on the MTA.

The application of the repayment events described under paragraph (a) and (b) could be avoided if the banks expressly waive the application of the relevant contractual provisions.

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7. FINAL ASSESSMENTS During its meeting held on 16 March 2018, YNAP Board of Directors has acknowledged the information provided in the Offer Document and the assessments expressed in the fairness opinion issued by the Issuers’ Financial Advisors. More specifically, the Board of Directors deems that the methodological approach reported in the fairness opinions issued by the Issuers’ Financial Advisors are coherent with professional and market practice and suitable to allowing for the valuation to be completed. On such basis, the Board of Directors – in line with the considerations expressed in the fairness opinions issued by the Issuers’ Financial Advisors – considered, with the favorable vote of all the directors attending the meeting, the Consideration fair, from a financial point of view.

Therefore, the Board of Directors deems it appropriate to underline that, as mentioned in the Offer Document:

x the Offer aims at the acquisition of the entire ordinary share capital of the Issuer and at the Delisting. As a consequence, in the event that – as an effect of the acceptances of the Offer (including the acceptances collected during the potential Reopening of the Acceptance Period) and of any purchase made outside of the Offer, of the potential Conversion – the Offeror and the Persons Acting in Concert hold an overall shareholding greater than 90, the Offeror declared its intention not to restore a free float sufficient to ensure the regular trading of the YNAP Shares on the MTA. Therefore, the Offeror will fulfil the Purchase Obligation pursuant to Article 108, paragraph 2, of the TUF with respect to any shareholders of YNAP so requesting. In case of fulfilment of the Purchase Obligation pursuant to Article 108, paragraph 2, of the TUF, the Offeror might have to purchase additional maximum no. 2,045,598 YNAP Shares that the Issuer might issue upon the exercise by the relevant beneficiaries of the Change of Control Stock Options;

x in the event that – as an effect of the acceptances of the Offer (also including the potential Reopening of the Offer), of any purchase made outside of the Offer pursuant to applicable law, of the Conversion, and the fulfilment of the Purchase Obligation pursuant to Article 108, paragraph 2, of the TUF – the Offeror and the Persons Acting in Concert hold an overall shareholding equal or greater than 95% of the ordinary share capital of the Issuer, the Offeror declared that he will fulfil the Purchase Obligation pursuant to Article 108, paragraph 1, of the TUF with respect to the shareholders of YNAP so requesting, and that he will exercise the Squeeze-out Right in accordance with and pursuant to Article 111 of the TUF over the remaining outstanding YNAP Shares. In case of fulfilment of the Purchase Obligation pursuant to Article 108, paragraph 1, of the TUF and of the exercise of the Squeeze-out Right, the Offeror might have to purchase additional maximum no. 2,045,598 YNAP Shares that the Issuer might issue upon the exercise by the relevant beneficiaries of the Change of Control Stock Options;

x the Offeror, depending on the results of the Offer, may decide to: (i) achieve the Delisting also through the Merger, in case, upon completion of the Offer (also including the potential Reopening of the Acceptance Period), the requirements for the Purchase Obligation pursuant to Article 108, paragraph 1, of the TUF, for the Purchase Obligation pursuant to Article 108, paragraph 2, of the TUF and for the Squeeze-out Right are not met and therefore the Issuer is still listed, all in compliance with the applicable laws and

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corporate governance procedures; or (ii) carry out the Merger for reorganizational purposes (i.e., to more easily achieve and effectively pursue its business targets) even if the Delisting has already been achieved as a result of the Offer. In case:

(i) the Merger is carried out when the Issuer is still listed: the shareholders of the Issuer which have not taken part to (or have voted against) the resolution approving the Merger will have the Withdrawal Right, since they would receive, in exchange for their YNAP Shares, shares of an unlisted company (i.e. the incorporating entity in the context of the Merger). In such case, the liquidation value of the YNAP Shares for which the Withdrawal Right has been exercised will be determined pursuant to Article 2437-ter, paragraph 3, of the Civil Code, by sole reference to the arithmetical average of the closing trading prices achieved in the six months preceding the publication of the notice of call of the shareholders’ meeting voting on the Merger;

(ii) upon completion of the Offer (including the potential fulfilment of the Purchase Obligation pursuant to Article 108, paragraph 2, of the TUF), the Delisting is achieved and, then, the Merger is carried out, the shareholders of YNAP who have not taken part to (or have voted against) the resolution approving the Merger will not have the Withdrawal Right (without prejudice to the withdrawal right if one or more of the circumstances under Article 2437 of the civil code should occur);

(iii) the Merger may fall within the scope of application of article 2501-bis of the Civil Code. In this respect, the shareholders of YNAP that decide not to tender their YNAP Shares to the Offer, nor to benefit from the Purchase Obligation pursuant to Article 108, paragraph 2, of the TUF, nor to exercise the Withdrawal Right following the Merger, would become shareholders of the incorporating company, which will have a debt level higher than the one of the Issuer prior to the Merger.

With regards to the foregoing, it would not appear to be possible to ensure to the shareholders (other than the Offeror) not accepting the Offer a medium/long-term investment, retaining the benefits arising from the trading of YNAP shares on a regulated market. Moreover, in case of Delisting, YNAP’s shareholders which have not tendered their YNAP Shares to the Offer will hold financial instruments that are not traded on any regulated market, with resulting difficulty in liquidating their investment. The economic value of accepting the Offer is an independent prerogative of the individual shareholder at the time of acceptance, considering the foregoing, the security performance, the declarations made by the Offeror and the additional information reported in the Offer Document.

*** This 103 Notice, together with the following Annexes, is attached to the Offer Document published on the Issuer’s website at www.ynap.com.

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Annex A: English version of the fairness opinion issued by Bank of America Merrill Lynch, together with the Italian courtesy translation;

Annex B: Italian version of the Opinion issued by Mediobanca, together with the English courtesy translation;

***

Milan, 16 March 2018 For the Board of Directors Raffaello Napoleone, Chairman of the Board of Directors

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M.2 EXTRACT AND ESSENTIAL INFORMATION OF THE SHAREHOLDERS’ AGREEMENTS

M.2.1 Shareholders’ Agreement

M.2.1.a. Extract of the Shareholders’ Agreement

Shareholders' agreement for shares of YOOX S.p.A. (as the company resulting from the operation described herein) - Extract published pursuant to Article 122 of Legislative Decree 58/1998 and Article 129 of Consob Regulation 11971/1999 Pursuant to Article 122 of Legislative Decree 58/1998 (the “TUF”) and article 129 of Consob Regulation 11971/1999 (the “Consob Regulation”), please note the following.

2. TYPE OF AGREEMENT The shareholders' undertakings contained in the Shareholders' Agreement represent significant shareholders' undertakings pursuant to Article 122, paragraph 5, letters a) and b) of TUF.

3. COMPANIES WHOSE FINANCIAL INSTRUMENTS ARE SUBJECT TO SHAREHOLDERS' AGREEMENTS As indicated in Recital B., the shareholders' undertakings contained in the Shareholders' Agreement relate to the Shares in Exchange. YOOX is a joint stock company (società per azioni)governed by Italian law, with registered office in Zola Predosa (BO). It is registered with the Bologna Companies Register under no. 02050461207, with share capital of EUR 620,238.32, fully subscribed and paid in,

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represented by 62,023,832 ordinary shares with no nominal value, listed on the Mercato Telematico Azionario, organised and managed by Borsa Italiana S.p.A. As at the Signing Date: (i) the Issuer holds 17,339 treasury shares, representing 0.028% of the share capital and (ii) no shareholder exercises control over YOOX pursuant to Article 93 of TUF.

4. PARTIES TO THE SHAREHOLDERS' AGREEMENT AND FINANCIAL INSTRUMENTS HELD BY THE SAME The shareholders' undertakings contained in the Shareholders' Agreement have binding effects on Richemont, RH and YOOX. As at the Signing Date: Richemont is a joint stock company (société anonyme) governed by Swiss law, with registered office at 50 chemin de la Chênaie, Bellevue, Geneva, CP30 1293, Switzerland. Compagnie Financière Rupert exercises control over Richemont. Richemont holds no shares of YOOX. RH is a private company limited by shares governed by UK and Welsh law, with registered office at 15 Hill Street, London W1J 5QT. Compagnie Financière Rupert exercises control over RH. RH holds no shares in YOOX. YOOX, in this regard please see point 3 above. For information regarding the equity investments that will be held by Richemont in YOOX, through RH and due to the Merger, please see Recital B. and point 3 above.

5. WEBSITE WHERE INFORMATION ON THE SHAREHOLDERS' AGREEMENTS CONTAINED IN THE SHAREHOLDERS' AGREEMENT IS PUBLISHED Key information on the shareholders' agreements contained in the Shareholders' Agreement are published, pursuant to Article 130 of Consob Regulation, on the Issuer's website, www.yooxgroup.com.

3 April 2015

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M.2.1.b. Essential information pursuant to Article 130 of the Issuers’ Regulation relating to the Shareholders’ Agreement

Shareholders' agreement for the shares of YOOX NET-A-PORTER GROUP S.p.A. - Essential information pursuant to Article 122 of Legislative Decree 58/1998 and Article 130 of Consob Regulation 11971/1999

The essential information set out below represents a further update (pursuant to and for the purposes of article 131 of Consob Regulation n. 11971/1999) of the text published on 3 April 2015 and updated in order to reflect the intervened effectiveness, on 5 October 2015, of the merger by absorption of Largenta Italia S.p.A. into YOOX S.p.A. (now YOOX NET-A- PORTER GROUP S.p.A.), as in the last version published and also integrated on 5 January 2018.

** ** **

Pursuant to Article 122 of Legislative Decree 58/1998 (the “TUF”) and Article 130 of Consob Regulation 11971/1999 (the “Consob Regulation”), please note the following.

1. INTRODUCTION

A. On 31 March 2015, YOOX NET-A-PORTER GROUP S.p.A. (formerly YOOX S.p.A.) (the “Issuer” or the “Company” or “YNAP”), Compagnie Financière Richemont SA (“Richemont” or “CFR”) and Richemont Holdings (UK) Limited, a company fully controlled by Richemont (“RH” and, jointly with the Company and Richemont, the “Parties” and, individually, the “Party”) signed an agreement (the “Merger Agreement”) to integrate the activities of YOOX S.p.A. and The Net-A- Porter Group Limited (“NAP”), a company indirectly controlled by Richemont, partly through RH, by way of merger by absorption into YOOX S.p.A. (now YNAP) of Largenta Italia S.p.A. (“Largenta Italia”), a company indirectly controlling NAP (the “Merger”).

B. At the same time as the signing of the Merger Agreement, the Parties also signed an agreement containing significant shareholders' undertakings pursuant to Article 122 of TUF, intended to govern principles relating to certain corporate governance aspects of the Company and the rules applying to the equity investments of RH in the same Company and the relative transfer (the “Shareholders' Agreement”)

C. The Merger Agreement, as amended by the Parties on 24 April 2015, provides, inter alia, for a period of 3 years from the Effective Date of the Merger (as defined below) and until the approval by the ordinary Shareholders’ Meeting of the Company of the financial statements as at 31 December 2017, that the board of directors of the Company will be composed of between twelve to fourteen members as follows:

(i) seven members will be those appointed by the Shareholders’ Meeting of the Issuer of 30 April 2015, of which four of whom fulfil the requirements to be considered as an independent director pursuant to art. 148, paragraph 3, TUF;

(ii) from a minimum of two up to a maximum of four additional members who fulfil the requirements to be considered as an independent director pursuant to art. 148, paragraph 3, TUF; the Shareholders’ Meeting of the Issuer, to be held within 45 days of the Effective Date of the Merger (as defined below), will be called to resolve, upon proposal of the board of directors, upon the increase in the number

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of directors and upon the appointment of such directors and Richemont may provide comments on the choice operated by the Company;

(iii) two members (directly or indirectly) designated in the persons of Mr. Richard Lepeu and Mr. Gary Saage; and

(iv) Mrs. Natalie Massenet.

D. On 21 July 2015, the Shareholders’ Meeting of the Issuer resolved:

(i) to approve the Merger, upon the conditions and according to the modalities set forth in the merger plan and to adopt, effective as of the Effective Date of the Merger (as defined below), new By-Laws (the “New By-Laws”);

(ii) effective as of the Effective Date of the Merger (as defined below), to re- determine the number of members of the board of directors of the Company from No. 7 to No. 10 and to appoint, as further members of the administrative body, Richard Lepeu, Gary Saage and Natalie Massenet (who as at the Effective Date of the Merger has not accepted the appointment)1;

(iii) to grant the Board of Directors of the Company with a delegation of powers pursuant to article 2433 of the Italian Civil Code, to be exercised within 3 years of the Effective Date of the Merger (as defined below), to increase the share capital on one or more occasions, via payment in cash in one or more tranches, up to a maximum of EUR 200,000,000, to be exercised within three years of the effective date of the Merger, for a total number of shares not exceeding 10% of the share capital of the Issuer r to be offered to shareholders; or reserved to strategic and/or industrial partners of the Company; or reserved to qualified investors pursuant to article 34-ter, paragraph 1, of the Consob Regulation; or may be executed through a combination of the aforementioned three alternatives (the “Reserved Capital Increase”).

E. On 5 October 2015 (the “Effective Date of the Merger”), in accordance with the provisions of the merger deed entered into on 28 September 2015 between the Issuer and Largenta Italia, the Merger became effective and the Company accordingly increased its share capital through a capital increase of EUR 655,995.97, entailing the issue of a total of 65,599,597 shares (all with no indication of par value), implementing the exchange ratio of No. 1 newly issued share of the Company every No. 1 share of Largenta Italia, of which:

(i) No. 20,693,964 ordinary shares listed on the Mercato Telematico Azionario organised and managed by Borsa Italiana S.p.A. (“MTA”) as all outstanding YNAP ordinary shares; and

(ii) No. 44,905,633 shares without voting rights, not listed on the MTA.

The New Ordinary Shares and the B Shares have been allocated to RH as sole shareholder of Largenta Italia.

1 On 24 February 2017 the member of the Board of Directors Gary Saage tendered his resignations from his role as Director of the Company, effective from the date of the following Shareholders Meeting on 21 April 2017 when the shareholders appointed Cedric Charles Marcel Bossert as new Director.

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F. Effective as of the Effective Date of the Merger, furthermore (a) the Company assumed the new company name of “YOOX NET-A-PORTER GROUP S.p.A.” and in its abbreviated form “YNAP S.p.A.”, and (b) the new By-Laws entered into force, pursuant to the Merger Agreement, including inter alia the following provisions:

(i) if the B Shares are transferred to an entity other than a related party (within the meaning of IAS and IFRS) of Richemont, the B Shares transferred will be automatically converted, with a 1:1 ratio (the “Conversion Ratio”) into ordinary shares of the Company;

(ii) each shareholder owning B Shares will be entitled to convert, in the Conversion Ratio, all or part of the B Shares held, provided, however, that the total number of ordinary shares held after conversion by the shareholder that requested it (including in the calculation the ordinary shares held by the controlling entity, the subsidiaries and companies under joint control pursuant to Article 93 of TUF, hereinafter the “Affiliates”) does not exceed 25% of the share capital of the Company represented by ordinary shares with voting rights;

(iii) in the event of a tender offer or exchange offer for at least 60% of the ordinary shares of the Company, every shareholder owning B Shares will be entitled to convert, in the Conversion Ratio, all or part of the B Shares held for the exclusive purpose of transferring to the offeror the ordinary shares arising from conversion; in such a case, however, the effectiveness of the conversion depends on the definitive effectiveness of the offer itself, and relates exclusively to the shares tendered to the offer and actually transferred to the offeror;

(iv) a mechanism aimed at limiting the rights of RH (and its related parties within the meaning of IAS and IFRS) to appoint members of the Board of Directors of the Issuer, ensuring that these entities cannot appoint more than two members of the Board of Directors of the Company.

G. On 18 April 2016, YNAP and Alabbar Enterprises S.à r.l. (the “Investor” or “Alabbar Enterprises”) entered into a subscription agreement (the “Subscription Agreement”) for the purpose of governing the Investor’s commitment to invest in the share capital of the Company, by subscribing and paying up for newly issued ordinary shares in the context of the Reserved Capital Increase, as well as establishing certain further lock-up undertakings relating thereto 2 . On 18 April 2016, the Board of Directors resolved to increase YNAP share capital, exercising the Delegation, by an amount equal to EUR 100 million (including share premium) through the issuance of no. 3,571,428 new YNAP ordinary shares, with no par value, to be offered in subscription to the Investor (the “Alabbar Capital Increase”). On 22 April 2016, the Alabbar Capital Increase has been executed.

H. On 5 October 2016, and again on 11 September 2017, following the exercise by Richemont Holdings (UK) Limited of the statutory right mentioned under letter F above, in order to re-establish its shareholding to 25% of the outstanding voting share capital, the Company executed the conversion – respectively - of no. 1,999,495 and 92,993 B shares into no. 1,999,495 and 92,993 YNAP ordinary shares and allotted

2 Such additional undertakings had a duration of 18 months and thus expired on 18 October 2017.

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them to Richemont Holdings (UK) Limited. Therefore, Richemont shareholding now amounts to no. 22,786,452 ordinary shares and to no. 42,813,145 B shares.

I. On 20 January 2018 YNAP received from Richemont an offer containing an irrevocable undertaking by Richemont to announce - by 22 January 2018, 9.00 am, its decision to launch through RLG Italia Holding S.p.A. (the “Offeror”), a company indirectly fully owned by Richemont - a voluntary tender offer on 100% of the ordinary shares of YNAP (the “Offer”) that will be issued and outstanding, other than the shares already owned by Richemont and its affiliates; the above subject to, among other things, the waiver of a standstill provision undertook by CFR (and its affiliates) pursuant to art. 5.1 of the Shareholders’ Agreement and the termination of the Sharehelder’s Agreement itself, as better specified below.

J. On 22 January 2018 Richemont announced, pursuant to art. 102, paragraph 1, of TUF, its decision to launch the Offer through the Offeror in accordance with the terms set out – or referred to - in the same announcement released in accordance with Article 102, paragraph 1, of TUF (the “102 Announcement”).

K. As a consequence of the undertaking to announce its decision to launchthe Offer through the Offeror and subject to the release – and filing with Consob - of the 102 Announcement by 22 January 2018, 9.00 am, on 21 January 2018, CFR and RH executed an amendment agreement to the Shareholders’ Agreement (the “Amendment Agreement”) under which: (a) YNAP waived the standstill undertook by Richemont (and by its affiliates) pursuant to art. 5.1 of the Shareholders’ Agreement, under the terms and conditions outlined in point 5.2 below; and (ii) agreed to amend the provisions related to the duration of the Shareholders’ Agreement, as outlined in point 6 below.

2. TYPE OF AGREEMENT

The shareholders' undertakings contained in the Shareholder's Agreement, summarised under point 5 below, represent significant shareholders' undertakings pursuant to Article 122, paragraph 1 and paragraph 5, letters a) and b) of TUF.

3. COMPANIES WHOSE FINANCIAL INSTRUMENTS ARE SUBJECT TO SHAREHOLDERS' AGREEMENTS

The shareholders' undertakings contained in the Shareholders' Agreement relate to all YNAP shares held by RH and accordingly, (as at 26 January 2018): (a) No. 22,786,452 YNAP ordinary shares, representing 24.971% of the ordinary share capital with voting rights of the Issuer; and (b) No. 42,813,145 B shares, representing the entire size of B shares issued by YNAP.

YNAP is a joint stock company (società per azioni) governed by Italian law, with registered office in Milan. It is registered with the Milan Companies Register under no. 02050461207, and has a share capital (26 January 2018) of EUR 1,340,627.17, fully subscribed and paid in, represented by aggregate 134,062,717 shares with no indication of par value, of which No. 91,249,572ordinary shares, admitted to trading on the MTA and No. 42,813,145B shares without voting rights, not listed on the MTA.

184 – YOOX Net-A-Porter Group S.p.A. Offer Document

As at the 26 January 2018, the Issuer holds 17,339 treasury shares, representing 0.013% of the entire share capital.

As at 26 January 2018, no shareholders exercise control over the Issuer pursuant to Article 93 of TUF.

4. PARTIES TO THE SHAREHOLDERS’ AGREEMENT AND FINANCIAL INSTRUMENTS HELD BY THE SAME

The shareholders' undertakings contained in the Shareholders' Agreement have binding effects on Richemont, RH and the Company.

As at 26 January 2018:

Richemont is a joint stock company (société anonyme) governed by Swiss law, with registered office at 50 Chemin de la Chênaie, Bellevue, Geneva, CP30 1293, Switzerland, and a share capital of CHF 574,200.000 (fully paid in), registered with the Geneva Companies Register under no. CHE-106.325.524.

Richemont is controlled by Compagnie Financière Rupert, a société en commandite par actions (partnership limited by shares) governed by Swiss law, with registered office at 2 Chemin des Mastellettes, Bellevue, Geneva CP30 1293, Switzerland, and registered with the Geneva Companies Register under no. CHE-101.498.608. It owns 522,000,000 Class B shares of Richemont, representing 9.1% of the share capital, and controls 50% of Richemont's voting capital.

For information relating to stakes held by Richemont, thorough RH, in the Issuer please refer to Recital E.

RH is a private company limited by sh ares governed by English law, with registered office at 15 Hill Street, London, W1J 5QT, and a share capital of GBP 1,078,671,534. Its registration number is 02841548.

RH is indirectly controlled by Compagnie Financière Rupert, a société en commandite par actions (partnership limited by shares) governed by Swiss law, with registered office at 2 Chemin des Mastellettes, Bellevue, Geneva CP30 1293, Switzerland, and registered with the Geneva Companies Register under no. CHE-101.498.608. Compagnie Financière Rupert owns 522,000,000 Class B shares of Richemont, representing 9.1% of the share capital, and controls 50% of its voting capital. In turn, Richemont indirectly owns 100% of the share capital of RH.

As at 26 January 2018, RH participates in the share capital of YNAP as follows: (a) No. 22,786,452 ordinary shares, representing 24.971% of the ordinary share capital with voting rights of the Issuer; and (b) No. 42,813,145 B shares without voting rights, representing the entire size of B shares issued by YNAP.

YNAP: for information regarding YNAP, please refer to point 3 above.

5. SHAREHOLDERS' UNDERTAKINGS CONTAINED IN THE SHAREHOLDERS' AGREEMENT

5.1. Governance of YNAP

– 185 YOOX Net-A-Porter Group S.p.A. Offer Document

5.1.1. Confirmation and reappointment of the Chief Executive Officer

To preserve the independence of YNAP's management and the joint businesses of the two companies participating to the Merger, Richemont agreed that it is in the interest of the Parties that the incumbent Chief Executive Officer of YNAP, Federico Marchetti (the “CEO”), be reappointed for the period from the Effective Date of the Merger until the date of the Shareholders' Meeting of the Company called to approve the financial statements for the year ended 31 December 2017 (the “First Term”), maintaining the current delegation of powers to manage all of YNAP's businesses.

To this end, pursuant to the Shareholders' Agreement, when the First Term expires, RH undertook to perform (and Richemont undertook to procure that RH performs) to the following:

(i) vote in favour of the appointment of Federico Marchetti as a Director of the Company for a further three years term, and, therefore, to vote in favour of the slate of candidates presented by the Board of Directors on which Federico Marchetti appears, provided that two candidates nominated by Richemont are also included among the first nine candidates on such slate;

(ii) exercise the powers held by RH as a shareholder of the Company to support the appointment of Federico Marchetti as CEO of YNAP for a further three years period, under terms and conditions that are no less favourable than in the First Term,

in each case provided that Federico Marchetti will be in office when the First Term expires.

5.1.2. Nominations Committee

The Company's Nominations Committee will include among its members at least one director designated by Richemont; the first member of the Nominations Committee designated by Richemont is Richard Lepeu, appointed on 11 November 2015.

5.1.3. Capital Increase

If the Capital Increase is not offered granting the option right in accordance with Recital D., the execution of the Capital Increase will require and will be subject to a vote in favour of one director designated by Richemont.

5.1.4. Incentive plan

For matters within their competence, each of the Parties will do everything necessary to procure the implementation of new share-based incentive plans to be resolved upon by YNAP post-Merger as soon as practicable after the Effective Date of the Merger and in compliance with the principles of the Shareholders' Agreement, which stipulate, inter alia, that a number of shares not exceeding 5% of YNAP's share capital (calculated on a fully-diluted basis) be used to serve these plans, with a portion of these shares to be allocated to the CEO when the relative rights are allocated.

186 – YOOX Net-A-Porter Group S.p.A. Offer Document

5.1.5. Lock-up

(a) For a period of three years from the Effective Date of the Merger, in relation to a number of shares of YNAP (with voting rights and B Shares) representing:

25% of YNAP's total share capital, including at least one B Share, and

25% of the shares of YNAP (including, for the sake of clarity, shares with voting rights and B Shares) issued after the Capital Increase and subscribed by RH,

(the “Lock-up YNAP Shares”),

RH may not, directly or indirectly, and Richemont shall procure that RH does not, directly or indirectly, do any of the following without prior written consent from YNAP:

offer, sell, contract to sell or otherwise dispose of , or enter into any transaction whose purpose is, or which results in, the transfer of any YNAP Lock-up Shares or any right over YNAP Lock-up Shares, in any form, including any financial instrument that grants the right to purchase, subscribe for, convert into and/or exchange for Lock-up YNAP Shares; or

enter into any derivative contract relating to Lock-up YNAP Shares or put in place any derivative operation with any of the consequences described above (even if the consequences are solely economic).

(b) The provisions of 5.1.5 (a) above do not prevent RH or any other Affiliate of Richemont from selling any YNAP Lock-up Share, provided that Richemont or the Affiliate of Richemont has previously adhered in writing to this Shareholders' Agreement and has undertaken to comply with all the commitments arising therefrom.

(c) As an exception to the provisions of point 5.1.5 (a) above, the restrictions therein do not restrict RH or any Affiliate of Richemont from accepting - under the terms and conditions provided for in the New By-Laws - a tender offer or an exchange offer made to all holders of YNAP shares or holders representing at least 60% of the capital of YNAP, and made on terms that treat the holders of shares alike.

5.2. Standstill

(a) Neither Richemont, nor any of its Affiliates may, without prior written consent from the Company, for a period of three years after the Effective Date of the Merger, acquire shares or other financial instruments of YNAP (including options or derivatives relating to shares of YNAP), other than:

(i) the New Ordinary Shares issued to RH on the Effective Date of the Merger; and

(ii) any newly-issued share of YNAP to be issued as a result of the Capital Increase or any subsequent capital increase.

(b) The provisions set out under point 5.2(a)(i) above shall not prevent Richemont or any of its Affiliates from:

– 187 YOOX Net-A-Porter Group S.p.A. Offer Document

(i) acquiring any shares of YNAP from Richemont or from an Affiliate of Richemont, pursuant to points 5.2(a)(i) and 5.2(a)(ii) above; or

(ii) converting any B Shares into ordinary shares of YNAP, provided that the overall percentage of shares with voting rights held by Richemont and its Affiliates does not exceed 25% of the voting share capital of YNAP.

(c) Notwithstanding the provisions set out in 5.2(b) above, the limits described under this point 5.2 shall not prevent Richemont or any of its Affiliates from making a competing general tender offer for YNAP shares or from acquiring additional YNAP shares if a third party not related to Richemont makes a tender offer for YNAP shares or announces its binding and irrevocable intention to make such an offer.

According to the Amendment Agreement YNAP – as a consequence of Richemont undertaking to announce its decision to launch, through the Offeror, the Offer and subject to the release – and filing with Consob - of the 102 Announcement within 22 January 2018, 9.00 am3, - consented pursuant to and to the effect of art. 5.1 (Standstill) of the Shareholders’ Agreement to the announcement and to the tender Offer, and further consented to the purchasing of YNAP shares in the context of the Offer under the terms and conditions set out hereunder, and to the performance of any connected act.

5.3. Undertaking not to subscribe to shareholders' agreements

Richemont and RH undertook, for a period of three years as of the Effective Date of the Merger, not to enter into any significant shareholders' agreement within the meaning of Article 122 of TUF.

6. DURATION OF THE SHAREHOLDERS' AGREEMENT AND THE SHAREHOLDERS' UNDERTAKINGS CONTAINED THEREIN

The Shareholders' Agreement entered into force on 5 October 2015 (corresponding to the Effective Date of the Merger) and will have a duration of three years lapsing from such date.

According to the Amendment Agreement the Parties agreed – subject to the release – and filing with Consob - of the 102 Announcement within 22 January 2018, 9.00 am4 - to terminate by mutual consent the Shareholders’ Agreement – with consequent termination of its validity and any effect thereof – with effect from, and subject to, the declaration of the occurrence, or of the waiver of, all the conditions set out by the Offer and according to the terms set out therein.

7. ENTITY EXERCISING CONTROL PURSUANT TO ARTICLE 93 OF THE TUF

By virtue of the covenants contained in the Shareholders' Agreement, none of the parties may exercise control over the Issuer pursuant to Article 93 of TUF.

8. FILING WITH THE COMPANIES REGISTER

3 As indicated in point J of the Introduction, the 102 Announcement was disseminated on 22 January 2018 prior to 9.00 am. 4 As indicated in point J of the Introduction, the 102 Announcement was disseminated on 22 January 2018 prior to 9.00 am.

188 – YOOX Net-A-Porter Group S.p.A. Offer Document

The Shareholders' Agreement was filed with the Bologna Companies Register on 3 April 2015. The filing details are No. PRA/20045/2015. The notice relating to the update of the essential information relating to the shareholders’ undertakings contained in the Shareholders' Agreement was filed with the Milan Companies Register on 9 October 2015, with the following filing details: N. PRA/286652/2015.

The Amendment Agreement was filed with the Milan Companies Register on 25 January 2018.

9. WEBSITE WHERE INFORMATION ON THE SHAREHOLDERS' UNDERTAKINGS CONTAINED IN THE SHAREHOLDERS' AGREEMENT IS PUBLISHED

Essential information on the shareholders' undertakings contained in the Shareholders' Agreement are published, pursuant to Article 130 of Consob Regulation, on the Issuer's website, www.ynap.com.

26 January 2018

– 189 YOOX Net-A-Porter Group S.p.A. Offer Document

M.2.2 Lock-up Agreement

M.2.2.a. Extract of the Lock-up Agreement

Lock-up agreement for shares of YOOX S.p.A. (as the company resulting from the operation described herein) - Extracted pursuant to Article 122 of Legislative Decree 58/1998 and Article 129 of Consob Regulation 11971/1999

Pursuant to Article 122 of Legislative Decree 58/1998 (the “TUF”) and Article 129 of Consob Regulation 11971/1999 (the “Consob Regulation”), please note the following.

1. INTRODUCTION A. On 31 March 2015 (the “Signing Date”), YOOX S.p.A. (“YOOX” or the “Issuer”), Compagnie Financière Richemont SA (“Richemont”) and Richemont Holdings (UK) Limited, a company fully controlled by Richemont (“RH” and, in combination with YOOX and Richemont, the “Parties” and, individually, the “Party”) signed an agreement (the “Merger Agreement”) for the purpose of integrating the activities of YOOX and The Net-A-Porter Group Limited, a company indirectly controlled by Richemont, partly through RH. The operation will be structured as a merger by absorption (fusione per incorporazione) (the “Merger”) into YOOX of an Italian newly incorporated company, directly controlled by RH, which, at the date on which the Merger takes effect (the “Effective Date of the Merger”), will hold a controlling stake in The Net-A-Porter Group Limited. B. In order to provide the company resulting from the Merger with new liquid assets to implement its business plan, an increase in the share capital of YOOX may take place after the Merger, delegated to the Board of Directors pursuant to Article 2433 of the Italian Civil Code, for a maximum amount of EUR 200,000,000, and in any event for a number of newly issued YOOX shares representing no more than 10% of the share capital (the “Capital Increase”). C. At the same time as the signing of the Merger Agreement, the Parties also signed an agreement containing significant shareholders' undertakings pursuant to Article 122 of the TUF (the “Shareholders' Agreement”). These undertakings provide, inter alia, that the incumbent Chief Executive Officer of YOOX (the “CEO”), Federico Marchetti (“FM”), will be reappointed to this office until approval by the Ordinary Shareholders' Meeting of YOOX of the financial statements for the year ended 31 December 2017 (the “First Term”), maintaining the current delegation of powers to manage all of YOOX's business (post-Merger). Moreover, when the First Term expires, RH has undertaken (and Richemont has undertaken to procure that RH meets this commitment) to vote in favour of the appointment of FM as a Director of YOOX for a further three years period and to exercise the powers that RH has as a YOOX shareholder to support FM's appointment as CEO of YOOX for a further three years period, under terms and conditions that are no less favourable than in the First Term, on condition that FM is in office when the First Term expires. D. Pursuant to the Shareholders' Agreement, the Parties have also undertaken, for matters within their competence, to procure the implementation of new share-based incentive plans to be resolved upon by YOOX post-Merger as soon as practicable after the Effective Date of the Merger and in compliance with the principles of the Shareholders' Agreement, which stipulate, inter alia, that a number of shares not exceeding 5% of YOOX's share capital (calculated on a fully diluted basis) be used to serve these plans, with a portion of these shares to be allocated to the CEO when the relative rights are allocated. (For further information on the provisions of the Shareholders' Agreement, please see the key information published, pursuant to article 130 of the Consob Regulation, on the Issuer's website (www.yooxgroup.com) and Consob's website (www.consob.it)).

190 – YOOX Net-A-Porter Group S.p.A. Offer Document

E. At the same time as the signing of the Merger Agreement and the Shareholders' Agreement, Richemont and FM signed an agreement containing lock-up clauses applying to FM as described below (the “Lock-up Agreement”). F. The effectiveness of the Merger, which must take place by and no later than 31 December 2015, is a condition precedent of the effectiveness of the shareholders' agreements contained in the Lock-up Agreement.

2. TYPE OF AGREEMENT The shareholders' agreements contained in the Lock-up Agreement represent significant shareholders' undertakings pursuant to Article 122, paragraph 5, letter b) of TUF.

3. COMPANIES WHOSE FINANCIAL INSTRUMENTS ARE SUBJECT TO SHAREHOLDERS' AGREEMENTS The shareholders' agreements contained in the Lock-up Agreement involve shares that will be subscribed by FM to execute any new incentive plan and future capital increases (including the Capital Increase) of the Issuer. YOOX is a joint stock company (società per azioni) governed by Italian law, with its registered office at Zola Predosa (BO). It is registered with the Bologna Companies Register under no. 02050461207, with share capital of EUR 620,238.32, fully subscribed and paid in, represented by 62,023,832 ordinary shares with no nominal value, listed on the Mercato Telematico Azionario, organised and managed by Borsa Italiana S.p.A. As at the Signing Date, (i) the Issuer holds 17,339 treasury shares, representing 0.028% of the share capital and (ii) no shareholder exercises control over YOOX pursuant to Article 93 of TUF.

4. PARTIES TO THE LOCK-UP AGREEMENT AND FINANCIAL INSTRUMENTS HELD BY THE SAME The shareholders' agreements contained in the Lock-up Agreement have binding effects on Richemont and FM. As at the Signing Date: - Richemont is a joint stock company (société anonyme) governed by Swiss law, with its registered office at 50, chemin de la Chênaie, Bellevue, Geneva CP30 1293, Switzerland. After the Merger, Richemont, through RH, will hold an equity investment in YOOX's share capital (calculated on a fully diluted basis) of up to 50% of the share capital (partly in ordinary shares with voting rights and partly in shares without voting rights), - FM: born in Ravenna (RA) on 21 February 1969, residing at 42, Via Regina, Lenno (CO), tax code MRCFRC69B21H1990. FM holds, directly or indirectly, 4,760,697 ordinary shares of the Issuer, representing 7.676% of the share capital.

5. WEBSITE WHERE INFORMATION ON THE SHAREHOLDERS' UNDERTAKINGS CONTAINED IN THE LOCK-UP AGREEMENT IS PUBLISHED Key information on the shareholders' undertakings contained in the Lock-up Agreement are published, pursuant to Article 130 of Consob Regulation, on the Issuer's website at www.yooxgroup.com.

3 April 2015

– 191 YOOX Net-A-Porter Group S.p.A. Offer Document

M.2.2.b. Essential information pursuant to Article 130 of the Issuers’ Regulation relating to the Lock-up Agreement

Lock-up agreement for the shares of YOOX NET-A-PORTER GROUP S.p.A. - Essential information pursuant to Article 122 of Legislative Decree 58/1998 and Article 130 of Consob Regulation 11971/1999

The essential information set out below represents a further update (pursuant to and for the purposes of article 131, of Consob Regulation n. 11971/1999) of the text published on 3 April 2015 and updated in order to reflect the intervened effectiveness, on 5 October 2015, of the merger by absorption of Largenta Italia S.p.A. into YOOX S.p.A. (now YOOX NET-A- PORTER GROUP S.p.A.), as in the last version published and also integrated on 5 January 2018.

** ** **

Pursuant to Article 122 of Legislative Decree 58/1998 (the “TUF”) and Article 130 of Consob Regulation 11971/1999 (the “Consob Regulation”), please note the following.

1. INTRODUCTION

1.1 Merger Agreement

(a) On 31 March 2015 YOOX NET-A-PORTER GROUP S.p.A. (formerly YOOX S.p.A.) (the “Issuer” or the “Company” or “YNAP”), Compagnie Financière Richemont SA (“Richemont”) and Richemont Holdings (UK) Limited, a company fully controlled by Richemont (“RH” and, jointly with the Company and Richemont, the “Parties” and, individually, the “Party”) signed an agreement (the “Merger Agreement”) to integrate the activities of YOOX S.p.A. and The Net-A-Porter Group Limited (“NAP”), a company indirectly controlled by Richemont, partly through RH, by way of a merger by absorption into YOOX S.p.A. (now YNAP) of Largenta Italia S.p.A. (“Largenta Italia”), a company indirectly controlling NAP (the “Merger”).

(b) On 5 October 2015 (the “Effective Date of the Merger”), in accordance with the provisions of the merger deed entered into on 28 September 2015 between the Issuer and Largenta Italia, the Merger became effective and the Company accordingly increased its share capital through a capital increase of EUR 655,995.97, entailing the issue of a total of 65,599,597 shares (all with no indication of par value), implementing the exchange ratio of No. 1 newly issued share of the Company every No. 1 share of Largenta Italia, allocated to RH as sole shareholder of Largenta Italia, of which:

(i) No. 20,693,964 ordinary shares listed on the Mercato Telematico Azionario organised and managed by Borsa Italiana S.p.A. (“MTA”) as all outstanding YNAP ordinary shares; and

(ii) No. 44,905,633 shares without voting rights, not listed on the MTA.

(c) Effective as of the Effective Date of the Merger, furthermore, the Company assumed the new company name of “YOOX NET-A-PORTER GROUP S.p.A.” and in its abbreviated form “YNAP S.p.A.”

(d) On 21 July 2015, the Shareholders’ Meeting of the Issuer resolved to grant the Board of Directors of the Issuer a delegation of power, pursuant to article 2433 of the Italian

192 – YOOX Net-A-Porter Group S.p.A. Offer Document

Civil Code, to be exercised within 3 years from the Effective Date of the Merger (as defined below), to increase the share capital on one or more occasions, via payment in cash in one or more tranches, up to a maximum of EUR 200,000,000, to be exercised within three years of the effective date of the Merger, for a total number of shares not exceeding 10% of the share capital of the Issuer (the “Reserved Capital Increase”). On 18 April 2016, YNAP and Alabbar Enterprises S.à r.l. (the “Investor” or “Alabbar Enterprises” ” and, together with YNAP, the “Parties”) entered into a subscription agreement (the “Subscription Agreement”) for the purpose of governing the Investor’s commitment to invest in the share capital of the Company, by subscribing and paying up for newly issued ordinary shares in the context of the Reserved Capital Increase, as well as establishing certain further lock-up undertakings relating thereto1. On 18 April 2016, the Board of Directors resolved to increase YNAP share capital, exercising the Delegation, by an amount equal to EUR 100 million (including share premium) through the issuance of no. 3,571,428 new YNAP ordinary shares, with no par value, to be offered in subscription to the Investor (the “Alabbar Capital Increase”). On 22 April 2016, the Alabbar Capital Increase has been executed.

1.2 Shareholders' Agreement between Richemont, RH and the Company

(a) At the same time as the signing of the Merger Agreement, the Parties also signed an agreement containing shareholders' undertakings relevant under Article 122 of TUF (the “Shareholders' Agreement”). These undertakings stipulate, inter alia, that the incumbent Chief Executive Officer of YNAP (the “CEO”), Federico Marchetti (“FM”), is reappointed to this office until approval by the Ordinary Shareholders' Meeting of YNAP of the financial statements as at 31 December 2017 (the “First Term”), maintaining the current delegation of powers to manage all YNAP’s businesses. Moreover, when the First Term expires, RH undertook to perform (and Richemont undertook to procure that RH performs) the following:

(i) vote in favour of the appointment of FM as a Director of YNAP for a further three year term, and, therefore, to vote in favour of a slate of candidates presented by the Board of Directors on which FM will be included, provided that two candidates nominated by Richemont are also included among the first nine candidates on such slate;

(ii) exercise the powers held by RH as a YNAP shareholder to support the appointment of FM as CEO of the Company for a further three years period, under terms and conditions that are no less favourable than in the First Term,

in each case provided that FM will be in office when the First Term expires.

(b) Pursuant to the Shareholders' Agreement, the Parties have also undertaken, for matters within their competence, to do everything necessary to procure the implementation of new share-based incentive plans to be resolved upon by YNAP post-Merger as soon as practicable after the Effective Date of the Merger and in compliance with the principles of the Shareholders' Agreement, which stipulate, inter alia, that a number of shares not exceeding 5% of YNAP's share capital (calculated on a fully-diluted basis) be used to serve these plans, with a portion of these shares to be allocated to the CEO when the relative rights are allocated.

1 Such additional undertakings had a duration of 18 months and th.us expired on 18 October 2017.

– 193 YOOX Net-A-Porter Group S.p.A. Offer Document

For further information relating to the provisions of the Shareholders' Agreement, please see the key information published, pursuant to Article 130 of Consob Regulation, on the Issuer's website at www.ynap.com and on the website www.consob.it.

1.3 Lock-up Agreement

(a) At the same time as the signing of the Merger Agreement and the Shareholders' Agreement, Richemont and FM signed an agreement containing lock-up clauses applying to FM as described below (the “Lock-up Agreement”).

(b) On 22 January 2018 Richemont announced, pursuant to art. 102, paragraph 1, of Legislative Decree n. 58/1998 (“TUF”), its decision to launch through RLG Italia Holding S.p.A. (the “Offeror”), a company indirectly fully owned by Richemont, a voluntary tender offer on 100% of the ordinary shares of YNAP (the “Offer”) that will be issued and outstanding, other than the shares already owned by Richemont and its affiliates, subject to the terms and conditions set out, or referred to, in the mentioned announcement pursuant to art. 102 TUF (the “102 Announcement”).

(c) As a consequence of Richemont undertaking to announce its decision to launch the Offer through the Offeror and subject to the release – and filing with Consob - of the 102 Announcement by 22 January 2018, 9.00 am, on 21 January 2018 FM irrevocably undertook to tender in the Offer (the “Irrevocable Undertaking”) under the terms and conditions set out in the Irrevocable Undertaking. For further information related to the provisions of the Irrevocable Undertaking, please see the essential information published, pursuant to Article 130 of Consob Regulation, on the Issuer's website at www.ynap.com and on the website www.consob.it.

(d) According to the Irrevocable Undertaking, Richemont and FM further agreed to amend the provision related to the duration of the Lock-Up Agreement as specified in point 6 below.

2. TYPE OF AGREEMENT

The shareholders' undertakings contained in the Lock-up Agreement, summarised under point 5 below, represent shareholders' undertakings relevant under Article 122, paragraph 5, letter b) of TUF.

3. COMPANIES WHOSE SHARES ARE SUBJECT TO THE SHAREHOLDERS' UNDERTAKINGS

The shareholders' undertakings contained in the Lock-up Agreement relate to shares that will be subscribed by FM in execution of any new incentive plan and future capital increases (including the Capital Increase) of the Issuer, as shown under point 5 below.

YNAP is a joint stock company (società per azioni) governed by Italian law, with registered office in Milan. It is registered with the Milan Companies Register under no. 02050461207, with a share capital (as at 26 January 2018) of EUR 1,340,627.17, fully subscribed and paid in, represented by aggregate 134,062,717 shares with no indication of nominal value, of which No. 91,249,572 ordinary shares admitted to trading on the MTA and No. 42,813,145 B shares without voting rights not listed on the MTA.

194 – YOOX Net-A-Porter Group S.p.A. Offer Document

As at 26 January 2018, the Issuer holds 17,339 treasury shares, representing 0.013% of the entire share capital.

As at 26 January 2018, no shareholders exercise control over the Issuer within the meaning of Article 93 of TUF.

4. PARTIES TO THE LOCK-UP AGREEMENT AND FINANCIAL INSTRUMENTS HELD BY THE SAME

The shareholders' undertakings contained in the Lock-up Agreement have binding effects on Richemont and FM.

As at 26 January 2018:

Richemont is a joint stock company (société anonyme) governed by Swiss law, with registered office at 50 Chemin de la Chênaie, Bellevue, Geneva, CP30 1293, Switzerland, and a share capital of CHF 574,200,000 (fully paid in), registered with the the Geneva Companies Register under no. CHE-106.325.524.

As at 26 January 2018, Richemont, through RH, holds an equity investment in YNAP's share capital equal to: (a) No. 22,786,452 ordinary shares, representing 24.971% of the ordinary share capital with voting rights of the Issuer; and (b) No. 42,906,138 B shares without voting rights, representing all of the B shares issued by YNAP.

FM: born in Ravenna (RA) on 21 February 1969, resident at Via Regina 42, Lenno (CO), tax code MRCFRC69B21H199O.

As at 26 January 2018FM holds, directly and indirectly, 5,164,667 ordinary shares of the Issuer, representing 5.660% of the Company’s voting capital.

5. SHAREHOLDERS' UNDERTAKINGS CONTAINED IN THE LOCK-UP AGREEMENT

(a) For a period of three years from the Effective Date of the Merger, and for as long as FM is CEO of the Company, with regard to each newly-issued share of YNAP subscribed by FM:

pursuant to any future capital increase by the Issuer (including the Capital Increase); and

in execution of any new incentive plan or stock option plan, however defined,

(the “FM Lock-up Shares”),

FM may not, directly or indirectly, do any of the following without prior written consent from Richemont:

– 195 YOOX Net-A-Porter Group S.p.A. Offer Document

offer, sell, contract to sell or otherwise dispose of, or enter into any transaction whose purpose is, or which results in, the transfer of any FM Lock-up Shares or any right over FM Lock-up Shares, in any form, including any financial instrument that grants the right to purchase, subscribe for, convert into and/or exchange for FM Lock-up Shares; or

enter into any derivative contract relating to FM Lock-up Shares or carry out any derivative transaction that have any of the consequences described above (even if limited to economic consequences ).

(b) The Lock-up Agreement stipulates, for the purposes of clarification only, that FM Lock-up Shares shall not include (i) any YNAP shares owned by FM at the Effective Date of the Merger and (ii) ordinary shares of YNAP that will be issued by the Issuer to execute any incentive plan or stock option plan approved by the Shareholders' Meeting of the Issuer before the Merger execution date.

(c) As mentioned under point (a) above, FM is not prevented from transferring any FM Lock-up Shares to any of his affiliates, provided that such affiliate has previously undertaken in writing a lock-up commitment imposing the same lock-up commitment arising therefrom.

(d) As an exception to the provisions described under point (a) above, the restrictions therein do not restrict FM or any of his affiliates from accepting a tender offer or an exchange offer made to all holders of YNAP shares or holders representing at least 60% of the capital of YNAP, and made on terms that treat the holders of shares alike.

6. DURATION OF THE LOCK-UP AGREEMENT AND THE SHAREHOLDERS' UNDERTAKINGS CONTAINED THEREIN

The Lock-up Agreement entered into force on 5 October 2015 (corresponding to the Effective Date of the Merger) and will have a duration of three years lapsing from such date.

According to the Irrevocable Undertaking Richemont and FM agreed to terminate the Lock- Up Agreement by mutual consent – with consequent termination of any validity and effect thereof – with effect from, and subject to the release - and filing with Consob - of the 102 Announcement.

Notwithstanding the above, Richemont and FM further agreed that, subject to the following conditions, the Lock-Up Agreement will remain valid, fully in force and binding on the parties as if its termination had never occurred:

(i) Richemont does not release – and file with Consob – the 102 Announcement in accordance by 09.00 a.m. on 22 January 2018;

(ii) the Offer is withdrawn or lapses in accordance with its terms.

7. ENTITY EXERCISING CONTROL PURSUANT TO ARTICLE 93 OF TUF

The shareholders' undertakings contained in the Lock-up Agreement are not significant for the purposes of the control of the Issuer.

196 – YOOX Net-A-Porter Group S.p.A. Offer Document

8. FILING WITH THE COMPANIES REGISTER

The Lock-up Agreement was filed with the Bologna Companies Register on 3 April 2015. The filing details are No. PRA/20054/2015. The notice relating to the update of the key information relating to the shareholders’ undertakings contained in the Lock-up Agreement was filed with the Milan Companies Register on 9 October 2015, with the following filing details: N. PRA/286652/2015.

The Irrevocable Undertaking was filed with the Milan Companies Register on 25 January 2018.

9. WEBSITE WHERE INFORMATION ON THE SHAREHOLDERS' UNDERTAKINGS CONTAINED IN THE LOCK-UP AGREEMENT IS PUBLISHED

Key information on the shareholders' undertakings contained in the Lock-up Agreement are published, pursuant to Article 130 of Consob Regulation, on the Issuer's website, www.ynap.com.

26 January 2018

– 197 YOOX Net-A-Porter Group S.p.A. Offer Document

M.2.3 Irrevocable Undertaking

M.2.3.a. Extract of the Irrevocable Undertaking

Shareholders' agreement for the shares of YOOX NET-A-PORTER GROUP S.p.A. – Notice pursuant to Article 129 and 131 of Consob Regulation 11971/1999 In relation to the decision of Compagnie Financière Richemont SA (“CFR”) to launch a voluntary tender offer on 100% of the ordinary shares of YOOX NET-A-PORTER GROUP S.p.A. (“YNAP”) that will be issued and outstanding, under the announcement released by CFR, pursuant to art. 102, paragraph 1, of TUF, on 22 January 2018, please note the following. On 21 January 2018: CFR, Richemont Holdings (UK) Limited and YNAP agreed to amend the provisions related to the duration of the shareholders’ agreement dated 31 March 2015 among the same parties (the “Shareholders’ Agreement”), and CFR and Federico Marchetti agreed to amend the provisions related to the duration of the shareholders’ agreement dated 31 March 2015 among the same parties (the “Lock-up Agreement”), all the above subject to the circumstances and under the terms summarized in the essential information related to the shareholders’ undertakings respectively included in the Shareholders’ Agreement and in the Lock-up Agreement published, pursuant art. 130 RE, on YNAP website, www.ynap.com. ** ** ** Shareholders' agreement for the shares of YOOX NET-A-PORTER GROUP S.p.A. – Excerpt published pursuant to Article 122 of Legislative Decree 58/1998 and Article 129 of Consob Regulation 11971/1999 (“RE”) In relation to the decision of Compagnie Financière Richemont SA (“CFR”) to launch a voluntary tender offer on 100% (the “Offer”) of the ordinary shares that will be issued and outstanding of YOOX NET-A-PORTER GROUP S.p.A. (“YNAP” or the “Company”), referred to in the announcement released by CFR, pursuant to art. 102, paragraph 1, pf TUF, on 22 January 2018 please note the following. As a consequence of the undertaking to announce its decision to launch the Offer, Federico Marchetti (“FM”), on 21 January 2018, undertook an irrevocable undertaking (the “Irrevocable Undertaking”), containing undertakings which are shareholders' undertakings relevant for the purposes of Article 122, paragraph 5, letter d)-bis of TUF.

COMPANY WHOSE FINANCIAL INSTRUMENTS ARE SUBJECT TO THE SHAREHOLDERS’ AGREEMENTS YNAP, with registered office in Milan, registered with the Milan Companies Register under no. 02050461207. YNAP ordinary shares are admitted to trading on the shares listed on the Mercato Telematico Azionario organised and managed by Borsa Italiana S.p.A.

PARTIES TO THE SHAREHOLDERS’ AGREEMENT AND FINANCIAL INSTRUMENTS HELD BY THE SAME The shareholders' undertakings contained in the Irrevocable Undertaking have binding effects on CFR and FM. CFR: is a société anonyme governed by Swiss law, with registered office at 50 Chemin de la Chênaie, Bellevue, Geneva, CP30 1293, Switzerland, registered with the Geneva Companies Register under no. CHE-106.325.524. CFR is controlled by Compagnie Financière Rupert, a société en commandite par actions governed by Swiss law, with registered office at 2 Chemin des Mastellettes, Bellevue, Geneva CP30 1293, Switzerland, and registered with the Geneva Companies Register under no. CHE-101.498.608. It owns 522,000,000 class B shares of Richemont, representing 9.1% of the share capital, and controls 50% of Richemont's voting capital. CFR, thorugh Richemont Holdings (UK) Limited, Richemont, through RH, holds an equity investment in YNAP's share capital equal to: (a) No. 22,782,452 ordinary shares, representing 24.971% of the ordinary share capital with voting rights of the Issuer; and (b) No. 42813,145 B shares without voting rights, representing all of the B shares issued by YNAP.

198 – YOOX Net-A-Porter Group S.p.A. Offer Document

FM: born in Ravenna (RA) on 21 February 1969, resident at Via Regina 42, Lenno (CO), tax code MRCFRC69B21H199O, who holds, directly and indirectly, 5,164,667 ordinary shares of the Issuer, representing 5.660% of the Company’s voting capital. The shareholders’ undertakings contained in the Irrevocable Undertaking relate to: (i) no. 5,164,667 YNAP ordinary shares owned, directly or indirectly, by FM, equal to 5,660% of the ordinary share capital of the Company; and (ii) any further YNAP ordinary share that may be acquired FM (including for these purposes shares which FM may come to own as a result of the exercise of options under any YNAP’s share option schemes) prior to the Offer settlement or to the Offer is withdrawn or lapses.

WEBSITE WHERE INFORMATION ON THE SHAREHOLDERS' UNDERTAKINGS CONTAINED IN THE LOCK-UP AGREEMENT IS PUBLISHED Essential information on the shareholders' undertakings contained in the Lock-up Agreement are published, pursuant to Article 130 of Consob Regulation, on the Issuer's website, www.ynap.com. 26 January 2018

– 199 YOOX Net-A-Porter Group S.p.A. Offer Document

M.2.3.b. Essential information pursuant to Article 130 of the Issuers’ Regulation relating to the Irrevocable Undertaking

Shareholders' agreement regarding shares of YOOX NET-A-PORTER GROUP S.p.A. – Essential information pursuant to Article 122 of Legislative Decree 58/1998 and Article 130 of Consob Regulation 11971/1999.

Pursuant to Article 122 of Legislative Decree 58/1998 (“TUF”) and Article 130 of Consob Regulation 11971/1999 (“Consob Regulation”), please note the following.

1. INTRODUCTION

A. On 20 January 2018 YOOX NET-A-PORTER GROUP S.p.A. (the “Issuer” or the “Company” or “YNAP”), received from Compagnie Financière Richemont SA (“Richemont” or “CFR”) an offer including an irrevocable undertaking by Richemont to announce – by 22 January 2018 at 9.00 am - its decision to launch through RLG Italia Holding S.p.A., a company indirectly fully owned by Richemont (the “Offeror”), a voluntary tender offer on 100% of the ordinary shares of YNAP (the “Offer”) that will be issued and outstanding, other than the shares already owned by Richemont and its affiliates; the above subject to, among other things, an irrevocable undertaking by Federico Marchetti (“FM”) to tender in the Offer under the terms and conditions summarised below (the “Irrevocable Undertaking”).

B. On 22 January 2018 Richemont announced, pursuant to art. 102, paragraph 1, of TUF, its decision to launch the Offer through the Offeror in accordance with the terms set out – or referred to - in the same announcement released in accordance with Article 102, paragraph 1, of TUF (the “102 Announcement”).

C. As a consequence of the undertaking to announce its decision to launch the Offer through the Offeror and subject to the release - and filing with Consob – of the 102 Announcement by 22 January 2018, 9.00 am, on 21 January 2018 FM irrevocably undertook the Irrevocable Undertaking.

2. TYPE OF AGREEMENT

The shareholders’ undertakings contained in the Irrevocable Undertaking are relevant shareholders' undertakings for the purposes of Article 122, paragraph 5, letter d)-bis of TUF.

3. COMPANY WHOSE FINANCIAL INSTRUMENTS ARE SUBJECT TO THE SHAREHOLDERS’ AGREEMENTS

The shareholders’ undertakings contained in the Irrevocable Undertaking relate to:

(a) no. 5,164,667 YNAP ordinary shares owned, directly or indirectly, by FM, equal to 5,660% of the ordinary share capital of the Company; and

(b) any further YNAP ordinary shares that may be acquired by FM (including for these purposes shares which FM may come to own as a result of the exercise of options under any YNAP’s share option schemes) prior to the Offer settlement or to the Offer is withdrawn or lapses,

shares under point (a) and (b) above collectively the “Shares”.

200 – YOOX Net-A-Porter Group S.p.A. Offer Document

YNAP is a joint stock company (società per azioni) governed by Italian law, with registered office in Milan. It is registered with the Milan Companies Register under no. 02050461207, and has a share capital (26 January 2018) of EUR 1,340,627.17, fully subscribed and paid in, represented by aggregate 134,062,717 shares with no indication of par value, of which No. 91,249,572 ordinary shares, admitted to trading on the shares listed on the Mercato Telematico Azionario organised and managed by Borsa Italiana S.p.A. (“MTA”) and MTA and No. 42,813,145B shares without voting rights, not listed on the MTA.

As at 26 January 2018, the Issuer holds 17,339 treasury shares, representing 0.013% of the entire share capital.

As at 26 January 2018, no shareholders exercise control over the Issuer pursuant to Article 93 of TUF.

4. PARTIES TO THE SHAREHOLDERS’ AGREEMENT AND FINANCIAL INSTRUMENTS HELD BY THE SAME The shareholders' undertakings included in the Shareholders' Agreement are binding for both Richemont and FM. As at 26 January 2018:

- Richemont is a joint stock company (société anonyme) governed by Swiss law, with registered office at 50 Chemin de la Chênaie, Bellevue, Geneva, CP30 1293, Switzerland, and a share capital of CHF 574,200.000 (fully paid in), registered with the Geneva Companies Register under no. CHE-106.325.524.

As at 26 January 2018, Richemont, through RH, holds an equity investment in YNAP's share capital equal to: (a) No. 22,693,459 ordinary shares, representing 24.971% of the ordinary share capital with voting rights of the Issuer; and (b) No. 42,906,138 B shares without voting rights, representing all of the B shares issued by YNAP.

- FM: born in Ravenna (RA) on 21 February 1969, resident at Via Regina 42, Lenno (CO), tax code MRCFRC69B21H199O. As at 26 January 2018, FM holds, directly and indirectly, 5,164,667 ordinary shares of the Issuer, representing 5.660% of the Company’s voting capital.

5. SHAREHOLDERS' UNDERTAKINGS CONTAINED IN THE SHAREHOLDERS' AGREEMENT

5.1 According to the Irrevocable Undertaking – and subject to the release by Richemont and filing with Consob of the 102 Announcement by 22 January 2018, 9.00 am, - FM irrevocably

– 201 YOOX Net-A-Porter Group S.p.A. Offer Document

undertook to tender, or procure the tendering of, all the YNAP ordinary shares owned, directly or indirectly by FM, by the fifth business day of the Offer acceptance period1.

5.2 The Irrevocable Undertaking further comprises any YNAP ordinary share acquired by FM (including for these purposes shares which FM may come to own as a result of the exercise of options under any YNAP’s share option schemes) prior to the Offer settlement or to the Offer is withdrawn or lapses.

5.3 According to the Irrevocable Undertaking FM further granted the Offeror with a call option over any shares acquired by FM (including for these purposes any shares which FM may come to own as a result of the exercise of options under any YNAP’s share option schemes) after the Offer settlement in consideration for the granting of a put option over the same shares granted to FM by the Offeror, both at the same price offered to the shareholders in the context of the Offer.

5.4 Any obligation assumed under the Irrevocable Undertaking is without prejudice to FM right (a) to revoke the tendering of the Shares under Article 44, paragraph 7, of the Consob Regulation n. 19771/1999 and (b) to withdraw from the obligation to tender the Shares under Article 123, paragraph 3, of TUF. In each of such cases, each and all the obligations assumed under the Irrevocable Undertaking will terminate and be of no further force and effect and FM be released of all obligations under the Irrevocable Undertaking.

6. DURATION OF THE SHAREHOLDERS' AGREEMENT AND THE SHAREHOLDERS' UNDERTAKINGS CONTAINED THEREIN The Irrevocable Undertaking will cease to have any effect if:

(i) Richemont do not release – and file with Consob – the 102 Announcement by 09.00 a.m. on 22 January 20182;

(ii) the Offer is withdrawn or lapses in accordance with its terms.

7. FILING WITH THE COMPANIES REGISTER

The Irrevocable Undertaking was filed with the Milan Companies Register on 25 January 2018.

8. WEBSITE WHERE INFORMATION ON THE SHAREHOLDERS' UNDERTAKINGS CONTAINED IN THE SHAREHOLDERS' AGREEMENT IS PUBLISHED

Essential information on the shareholders' undertakings contained in the Shareholders' Agreement are published, pursuant to Article 130 of Consob Regulation, on the Issuer's website, www.ynap.com.

26 January 2018

1 As indicated in the Introduction, the 102 Announcement was disseminated on 22 January 2018 prior to 9.00 am. and the Irrevolcable Undertaking thus became effective. 2 Please see note no. 1.

202 – YOOX Net-A-Porter Group S.p.A. Offer Document

N. DOCUMENTS PUBLICALLY AVAILABLE AND PLACES WHERE THEY ARE AVAILABLE FOR CONSULTATION

The Offer Document and the documents listed in Section N are available to the public for consultation: (i) at the registered ofﬁ ce of the Intermediary Appointed to Coordinate the Collection of Acceptances in Milan, Largo Mattioli 3; (ii) at the registered ofﬁ ce of the Offeror in Milan, Via Benigno Crespi 26; (iii) on the Issuer’s website, www.ynap.com; (iv) on Richemont’s website, www.richemont.com/investor-relations/yoox-net-a-porter-group- tender-offer.html; and (v) on the Global Information Agent’s website, www.georgeson.it.

Note also that for any request or information relating to the Offer, the free phone 800.123.792 has been set-up and will be active for the entire duration of the Offer on weekdays, from 9:00 a.m. (Italian time) to 6:00 p.m. (Italian time).

N.1 DOCUMENTS REGARDING THE OFFEROR (i) Consolidated fi nancial statements and fi nancial statements of Richemont as at 31 March 2017; and (ii) Richemont’s half-year fi nancial reports as at 30 September 2017.

N.2 DOCUMENTS REGARDING THE ISSUER (i) Financial report for the fi nancial year ended on 31 December 2016, including the consolidated fi nancial statements and the Issuer’s fi nancial statements as at 31 December 2016, accompanied by the exhibits required by law; and (ii) half-year fi nancial reports as at 30 June 2015, accompanied by exhibits required by law.

– 203 YOOX Net-A-Porter Group S.p.A. Offer Document

O. DECLARATION OF RESPONSIBILITY

Responsibility for the completeness and veracity of the data and information contained in this Offer Document lies with the Offeror and Richemont.

The Offeror and Richemont declare that, to their knowledge, the data included in the Offer Document is true and correct and that no signiﬁ cant data was omitted.

RLG Italia Holding S.p.A.

Signed on the original version

Massimo Di Cesare (Chairman of the board of directors)

Compagnie Financière Richemont S.A.

Signed on the original version

Burkhart Grund (Director)

204 –