MyBest Group S.p.A. : Ordinary shareholders' meeting

                                              MYBEST GROUP S.P.A.

Registered office in Sesto San Giovanni (MI), Viale Casiraghi 359 – 20099
Share capital € 3.334.309,50 fully paid
VAT 04227580968 – Tax code 04227580968
Milan R.E.A. registration no. 1735084

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Minutes of the ordinary shareholders' meeting

In the year 2019, on the 18^th of December, at 03:30pm, at the registered office of the company MY BEST GROUP spa, in Sesto San Giovanni 20099 (MI), Viale Fratelli Casiraghi 359, the shareholders’ meeting of the company MyBest Group S.p.A. was held, after a first call, to discuss and decide on the following:

Agenda
Ordinary session

1.   examination of the draft financial statements as of 31.12.2018: relevant and consequent resolutions.

2.   any other business.

             

Under the Deed of Incorporation, Mr. Fabio Regolo, Chairman of the Board of Directors,   assumes the chairmanship.

With the consent of those present, Mr. Alfredo Fossati is appointed as the Secretary of the meeting.

For the purpose of verifying the regular constitution of the meeting, the Chairman establishes and declares the following:

= for the Board of Directors, the Chairman, Mr. Fabio Regolo and the directors Mr. Daniele Viganò and Mr. Paul Manfredi are present;

= for the Board of Statutory Auditors,  Mr. Alfredo Fossati is present, as well as Mr. Leopoldo Turetta and Mr. Riccardo Pratesi;

= there are  no. 2  shareholders, representing themselves and/or proxy holders, for a total of no. 3.046.469 ordinary shares with a nominal value of € 0,50 equal to 45,683% of the company’s total share capital of € 3.334.309,50, all detailed in the attached list, item A) and authorised to participate in the meeting  by admission tickets issued by Banca Popolare di Sondrio;

= the meeting was summoned by means of a notice published in the “Gazzetta Ufficiale” on 30 November 2019, on first call on 16 December 2019 at the registered office (on that date, the number of shareholders was not enough to reach quorum), and on second call on 17 December 2019, same location.

Therefore, the meeting is legally constituted and can validly decide on the items on the agenda.

The Chairman asks the participants if there are any situations that may impede the right to vote and nobody takes the floor.

Then, the items on the agenda are discussed.

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With reference to the first time on the agenda, the Chairman, Mr. Fabio Regolo hands out to those present copies of:

• draft financial statements for the financial year ended on 31.12.2018;
• draft management report related to the financial statements for the financial year ended on 31.12.2018;
• report by the Board of Statutory Auditors on the financial statements for the financial year ended on 31.12.2018;
• report on the financial statements ended on 31.12.2018 y the auditing firm Deloitte & Touche s.p.a.

The shareholders attending the meeting agree to waive the legal terms granted to them for the filing, by the administrative and control bodies, of the draft financial statement and relevant reports drawn up by these bodies.

The Chairman reads the management report, and the reports drawn up by the auditing firm Deloitte & Touche s.p.a. and by the Board of Statutory Auditors.

The Chairman gives the floor to the Chairman of the Board of Statutory Auditors, so that he can read the conclusions of the report drawn up by the Board of Statutory Auditors on the financial statements for the year ended on 31.12.2018.

After opening the discussion, the Chairman answers the questions by providing the requested clarifications. After a thorough discussion, the Chairman puts the item on the agenda to the vote.

Therefore, after reading and discussing the contents related to the financial statements and the reports by the Board of Statutory Auditors and by the Auditing Firm, the Shareholders' Meeting, unanimously

APPROVES

• the Financial Statements and Management Report for the financial year ended on 31 December 2018, as proposed by the Board of Directors, which shows a negative result of 22,960,816 euros;
• the decision to authorise the Board of Directors, and, on its behalf, each Director separately, to fulfil any procedure and disclosure obligations and to register the resolution in the competent business register, with any formal amendments, additions or cancellations that may become necessary for this purpose;
• the decision to authorise the Board of Directors, and, on its behalf, each Director separately, to take every necessary and appropriate initiative to deal with the situation pursuant to article 2447 of the Civil Code, including calling a special meeting to implement appropriate measures.

The Chairman takes the floor again to inform those present that the Director, Mr. Paul Manfredi has resigned from office and that, as a result, the Board does not constitute a quorum, therefore the new administrative body shall be appointed.

The Shareholders' Meeting, unanimously 

APPROVES

• the decision to authorise the Board of Directors to take any useful and necessary initiative for the prompt appointment of the new administrative body of the Company, after calling a shareholders' meeting for this purpose.

Since there is nothing else to be discussed and approved, and no one else asking for the floor, the shareholders' meeting is closed at 04.30pm, after drafting, reading, approving and signing these minutes.

The Chairman                                              The Secretary
Regolo Fabio                                                Fossati Alfredo

Attachment

• Verbale di Assembela 18 12 2019 e fascicolo di Bilancio MBG al 31 12 2018