Matriz DOFA

REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE | 41

The procedure defines “significant transactions with independent parties” as the transactions listed below conducted by the Issuer with parties other than Related Parties.

(i) purchases, sales and other transactions that in any way affect the availability of investments recognised under non-current financial assets, of companies, company branches, real estate and/or other tangible and/or intangible assets recognised or able to be recognised under non-current assets, when the value of the individual transaction is greater than the limits of any mandates conferred to this end;

(ii) the taking out of loans (in any technical form) lasting more than 12 (twelve) months and for amounts greater than the limits of any mandates conferred to this end;

(iii) the taking out of loans (in any technical form and for any duration) if they contain disadvantageous covenants compared to those provided by other loans already approved by the board and outstanding as at the date of approval of the Procedure;

(iv) all transactions governed by the Procedure approved by the board if implemented differently from the manner set out by the Procedure;

(v) the application to banks and insurance companies for, and the subscription/issuing by the Issuer of personal or real guarantees in favour of third parties for amounts greater than mandate limits;

(vi) all transactions that do not take place under market conditions or that are atypical or unusual.

Significant transactions with independent parties are exclusively the responsibility of the Board of Directors, which also decides in the light of the analyses conducted in terms of strategic consistency, economic feasibility and expected return for the Issuer or the Group.

Procedure for Related-party transactions

On November 10, 2010, the Board of Directors, taking note of the positive opinion of the Control and Risk Committee, charged with this purpose, unanimously approved the procedure for related-party transactions (the Related-Parties Procedure) adopted pursuant to the Related-Parties Regulation.

The Issuer applies the Related-Parties Procedure taking into account CONSOB Communication DEM/10078683, published on September 24, 2010, containing instructions and guidelines for the application of the Related-Parties Regulation.

The Related-Parties Procedure governs the identification, approval and management of transactions with related parties. Specifically, the Related-Parties Procedure:

- governs the procedure for identifying related parties, defines the method and timing for the preparation and updating of the List of Related Parties, and identifies the company divisions with responsibility for doing so; - identifies the rules for identifying related-party transactions before they are carried out;

- regulates the procedures for carrying out transactions with related parties by the Issuer, through its subsidiaries as well, pursuant to Article 2359 of the Civil Code or subject to direction and coordination activities;

- establishes the procedure and timing for the fulfilment of the obligation to inform corporate bodies and the market.

Pursuant to paragraph 5 of the Related-Parties Procedure, Directors who have an interest in the transaction must inform the Board promptly and in full of the existence of that interest and on the related circumstances of the same. The decision to have those directors leave the meeting during decisions on the transaction or to abstain from voting must be made on a case by case basis. If the director in question is the Managing Director, he will not conclude the transaction. In such cases, the Board’s decisions must state adequate reasons and the benefit for the Issuer of entering into the transaction.

The Related-Parties Procedure and annexes can be consulted on the Issuer’s website, www.yooxgroup.com, under the Corporate Governance section.

REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE | 42 Committee for Related-party transactions

In the meeting on November 10, 2010, the Board of Directors resolved to establish from its own members a “Committee for Related-Party Transactions”, made up of independent directors and assigning this committee all the functions set out in the Related-Parties Procedure.

The Committee for Related-Party Transactions, appointed by the Board meeting of April 27, 2012, is composed of:

- Massimo Giaconia – independent director – chairman; - Elserino Mario Piol – independent director;

- Raffaello Napoleone – independent director.

Over the year, the Committee for Related-Party Transactions carried out its duties in compliance with the Procedure.

With regard to the regulation for a gender balance in the composition of control bodies, as set out in Article 148, paragraph 1-bis of the TUF, introduced by Law 120/2011 and the implementation provisions of CONSOB, the Board submitted to the Extraordinary Shareholders’ Meeting called on April 19, 2013, in a single session, the amendment to the bylaws in relation to the aforementioned law. For more information on the proposed changes see the Director’s Report compiled pursuant to Article 125-ter of the TUF.

The appointment and replacement of statutory auditors is governed by the legislation and regulations in force and by Article 26 of the Issuers’ bylaws.

Pursuant to Article 26 of the bylaws, the Board of Statutory Auditors is made up of three standing auditors and two alternate auditors. The statutory auditors’ term is three years, expiring on the date of the Shareholders’ Meeting called to approve the financial statements of the last year of their term. Statutory auditors may be re- elected. Their remuneration is determined by the Shareholders’ Meeting upon their appointment for the entire duration of their term.

Statutory auditors must meet the requirements established by law and other applicable provisions. As regards the requirements of professionalism, the subjects and sectors of activity strictly linked to those of the Company are those in commerce, fashion and IT, as well as those regarding private law and administrative disciplines, economic disciplines and those relating to company audit and organisation. Members of the Board of Statutory Auditors are subject to the limits on the number of management and control positions held as established by CONSOB regulations.

The Board of Statutory Auditors is appointed by the Shareholders’ Meeting based on the lists presented by the Shareholders, according to the procedure set out below, unless otherwise or further provided for by binding legal or regulatory provisions.

Minority shareholders – who do not form part of significant relationships, even indirectly, pursuant to Article 148, paragraph 2 of the TUF, and the related regulations – may appoint one standing auditor, to be appointed as Chairman of the board and an alternate auditor. Minority auditors are elected at the same time as other members of management bodies, except when they are replaced, a situation governed as set out below.

Shareholders, who, as at the presentation date, alone or together with other Shareholders hold a stake at least equal to that determined by CONSOB pursuant to Article 147-ter, paragraph 1 of the TUF, and in compliance with the CONSOB Issuer Regulation, may present a list for the appointment of statutory auditors. In this regard, with resolution 18452 of January 30, 2013, CONSOB set the shareholding required to present candidate lists for the election of the Issuer’s control body, with reference to the year ended December 31, 2012, at 2.5% of the share capital.

Lists must be deposited at the Company headquarters at least 25 (twenty five) days before the Shareholders’ Meeting called to appoint the auditors (first or only call). The Company must also make the lists available to the public at least 21 (twenty one) days before the Shareholders’ Meeting, according to the procedures set out by the laws in force.