Discusión y Conclusiones 1 Discusión

REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE | 45

(iii) exhaustive information on the personal and professional characteristics of the candidates, as well as a

declaration from these candidates certifying that they meet the requirements established by law, and accept the candidacy, along with a list of management and control positions held by them in other companies;

(iv) any further or other declaration, information and/or document provided for by law and applicable regulations.

Lists presented that do not comply with the above provisions are considered ineligible.

If by the deadline for the presentation of lists, only one list has been presented or there are only lists presented by shareholders acting in concert pursuant to applicable provisions, further lists may be deposited up to three days after this deadline. In this event, the above-mentioned thresholds required to present a list are halved. A Shareholder may not present nor vote for more than one list, either directly, through a third party or a fiduciary company. Shareholders belonging to the same group and shareholders belonging to a shareholders’ agreement relating to shares in the Issuer may not present nor vote for more than one list, either directly, through a third party or a fiduciary company. Adhesions and votes cast in breach of this regulation will not be attributed to any list. A candidate may only be present on one list, or will be deemed ineligible.

Statutory auditors are elected as follows: (i) two standing auditors and one alternate auditor are taken, according to the progressive order in which they are listed, from the list that obtained the largest number of votes (“Majority

List”); (ii) a standing auditor, to be appointed as Chairman of the Board of Statutory Auditors (“Minority Auditor”),

and an alternate auditor (“Minority Alternate Auditor”) are taken, according to the progressive order in which they are listed, from the list that obtained the second highest number of votes, and which is not linked even indirectly with the shareholders that presented or voted for the majority list pursuant to applicable provisions (“Minority List”).

If the resulting composition of the Board of Statutory Auditors or the category of alternate auditors body does not comply with the regulations relating to gender equality, taking into account the order of the list, the last persons elected on the majority list of the more represented gender forfeit their places in the necessary numbers to ensure compliance with requirements, and are replaced by the first candidates not elected on the same list of the less represented gender. In the absence of candidates of the less represented gender in the relevant section of the majority list in sufficient numbers to proceed with the replacement, the Shareholders’ Meeting shall appoint the missing standing or alternate auditors through majority voting, ensuring the satisfaction of the requirement. If two lists receive the same number of votes, the list presented by shareholders with the greatest shareholding at the time the lists are presented, or failing that, the one presented by the greatest number of Shareholders, shall prevail; all in compliance with the rules governing gender equality in the bodies of listed companies pursuant to Law 120/11.

If only one list is presented, the Shareholders’ Meeting shall vote on it, and if it obtains the relative majority of votes, without taking abstentions into account, all the candidates for the positions of standing and alternate auditor on the list shall be elected, in compliance with the rules governing gender equality in the bodies of listed companies pursuant to Law 120/11. In this case, the Chairman of the Board of Statutory Auditors shall be the first standing auditor candidate.

If no lists are presented, the Board of Statutory Auditors and the Chairman are appointed by the Shareholders’ Meeting through simple majority voting prescribed by law, in compliance with the rules governing gender equality in the bodies of listed companies pursuant to Law 120/11.

If the majority auditor leaves the position for whatever reason, he/she will be replaced by the alternate auditor taken from the majority list. If the minority auditor leaves the position for whatever reason, he/she will be replaced by the alternate auditor taken from the minority list.

Pursuant to Article 2401, paragraph 1 of the Civil Code, the Shareholders’ Meeting appoints and replaces statutory auditors, in compliance with the principle of mandatory minority shareholder representation, and in compliance with the rules governing gender equality in the bodies of listed companies pursuant to Law 120/11.

REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE | 46

The Issuer’s Board of Statutory Auditors currently in office consists of three standing auditors and two alternate auditors, appointed by the Ordinary Shareholders’ Meeting of 27 April 2012 and based on a single list of candidates presented by Shareholder Federico Marchetti. This list obtained 39,441,738 votes in favour, equal to 99.40% of the voting capital (39,679,811 ordinary shares).

The Board of Statutory Auditors will remain in office until the Shareholders’ Meeting convened to approve the financial statements as at and for the year ending 31 December 2014.

For more information on the list registered for the appointment of the control body that took place on 27 April 2012, please see the Governance section of the Company website www.yooxgroup.com. Here you can also find the CVs of all standing and alternate auditors.

The Board of Statutory Auditors consists of the following members:

Name Position Year of birth In office since In office until List

Indep. pursuant

to Code. % part B.A. positionsOther Filippo Tonolo Chairman 1965 27/04/2012 First appointment:

22/03/2000

Approval of the Financial

Statements 31/12/2014 M X 100 23

Patrizia Arienti Standing Auditor 1969 27/04/2012 First appointment: 27/04/2012

Approval of the Financial

Statements 31/12/2014 M X 100 0

David Reali Standing Auditor 1966 27/04/2012 First appointment: 25/10/2000

Approval of the Financial

Statements 31/12/2014 M X 100 24

Salvatore Tarsia Alternate Auditor 1969 27/04/2012 First appointment: 27/04/2012

Approval of the Financial

Statements 31/12/2014 M X n/a 5

Edmondo Maria

Granata Alternate Auditor 1970

27/04/2012

First appointment: 10/05/2006

Approval of the Financial

Statements 31/12/2014 M X n/a 9

KEY

Position: indicates whether Chairman, standing auditor or alternate auditor.

List: indicates M/m according to whether the auditor was elected from the majority list (M) or minority list (m).

Indep.: indicates whether the statutory auditor can be classified as independent in accordance with the criteria set out by the Code, specifying

at the foot of the table if these criteria have been supplemented or amended.

% part B.A.: shows attendance, in percentage terms, of the statutory auditors at the Board of Statutory Auditors meetings (in calculating this

percentage, the number of meetings that the statutory auditor attended as a percentage of the number of Board of Statutory Auditors meetings held during the year or since the auditor took up office is considered).

Other positions: indicates the total number of positions of director or auditor covered by the person involved pursuant to Article 148-bis of

the TUF. For information on other positions held by members of the Board of Statutory Auditors, see the information published by the Consob pursuant to Article 144-quinquiesdecies of the Consob Issuer Regulation on the website www.sai.consob.it under the section Corporate Bodies

– Information for the public.

The Board of Statutory Auditors met six times during the year.

On average, the meetings lasted approximately two hours and fourty minutes.

Without prejudice to the expiry of the Control Body, there are expected to be at least five Board of Statutory Auditor’s meetings in financial year 2015, as well as the one already held on 13 January 2015.

***

At the meeting of 4 September 2014, the Board of Statutory Auditors verified that its members met the requirements of independence, also using to this end the criteria contained in the Code regarding directors’ independence.

***

The Issuer has not provided for a specific obligation in the event that a statutory auditor, on his/her own behalf or for third parties, has an interest in a certain transaction of the Company, in that it is considered to be an ethical