Presentación y justificación

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REFERENCE MARKET... 55 INTRODUCTION ... 55 Multi-brand business line ... 57 Mono-brand business line ... 58 REVENUE AND PROFITABILITY ... 60 Methodology note ... 60 Accounting policies ... 60 Reclassified consolidated income statement ... 61 Analysis of net revenues and operating profit by business line ... 63 Consolidated net revenue by geographical area ... 64 MARKETING AND COMMUNICATIONS ... 65 INVESTMENTS ... 68 FINANCIAL MANAGEMENT ... 69 Consolidated statement of financial position ... 69 Debt/Consolidated net financial position ... 70 Reconciliation of Parent Company’s equity and profit for the year with the equity and profit for the year pertaining to the Group ... 71 Information on significant non-EU companies ... 71 Other information ... 71 YOOX S.p.A. ... 73 YOOX S.p.A. reclassified income statement ... 73 YOOX S.p.A. investments ... 73 Summary financial position of YOOX S.p.A. ... 74 INFORMATION FOR INVESTORS ... 74 YOOX stock performance in 2014 ... 75 YOOX share performance compared with the main benchmark indices in 2014 ... 76 Stock analyst coverage ... 76 Shareholder structure ... 76 Investor Relations ... 77 RISK FACTORS ... 77 INFORMATION CONCERNING MEASURES TO PROTECT PRIVACY ... 78 TAX MATTERS ... 78 LEGAL MATTERS ... 78 HUMAN RESOURCES ... 79 ENVIRONMENT ... 82 CORPORATE GOVERNANCE... 84 SUBSEQUENT EVENTS ... 90 OUTLOOK ... 90 BOARD OF DIRECTORS’ PROPOSED RESOLUTION TO THE SHAREHOLDERS’ MEETING ... 91 ANNEXES TO THE DIRECTORS’ REPORT ... 92

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Also in 2014 the online retail market continued to record sustained growth in almost all geographic markets and the main categories of merchandise. This growth was much faster than in the traditional retail market, which enabled the online channel to further increase its penetration into the overall retail market, demonstrating the growing trend to use the Internet as a complementary shopping channel to physical stores.

Forrester Research estimates that the online retail market, excluding the travel, automobile and prescription medicine sectors, recorded sales in 2014 of around Euro 161 billion in Western Europe, an increase of 14%

compared with 20137_{, and approximately USD 297 billion in the United States and Yen 6.462 billion in Japan, an}

increase of 13% compared with 20138,9_{. Forrester estimates growth of 13% for the online retail market in Western}

Europe in 2015, and 12% in the United States and Japan.

In the context of the retail online market, the YOOX Group operates in the fashion sector (defined as a consolidation of the clothing, footwear, jewellery and watches markets), which according to data from Forrester Research, represented approximately 22% of the online retail market in western Europe and the United States in 2014, recording rates of growth of 15% and 13%, respectively, compared to 2013. Forrester forecasts a 2014- 2018 CAGR (Compound Annual Growth Rate) of approximately 12% in Western Europe and 11% in the United States. The online fashion market in Japan (defined as a combination of the clothing, accessories and footwear markets) represents about 21% of the entire online retail market, having grown by more than 11% compared with the previous year, with an estimated CAGR for 2014-2018 of over 9%.

According to the forecasts published by Forrester Research in October 2014, the online fashion market in China (defined as the collection of clothing, accessories and footwear markets), recorded sales of around CNY 560 billion in 2014 (equal to around Euro 68 billion), a growth of 38% compared with 2013 and a 214-2018 CAGR estimated at considerably higher than those of the other markets described above at around 23%.

There are many reasons for the strong growth forecasts for the online retail market throughout the world. These include the wider selection of products offered on the Internet, the desire for convenience and the growing perception of the web as a safe place to make purchases. In addition, the number of Internet users and people making online purchases continues to grow, together with the higher average annual expenditure per user, this confirms the emergence of a new, increasingly digitally native generation. As further confirmation of the growing importance of digital channels, today's consumers require an increasingly more integrated and consistent experience between physical channels and virtual channels, and Forrester Research estimates that in 2014 the

online channel influenced over 60% of total sales in the luxury sector10_.

A growing number of fashion, design and luxury companies have forged closer contacts with the world of the Internet, aware of what a strategic role it can play in helping them expand their visibility and what they offer at a global level and establish a direct relationship with their customers. This has ensured that an increasing number of companies are investing in improving the shopping experience, of online contents and in alternatives for supporting online sales in the long-term such as social and mobile commerce, the channel that is assuming ever growing importance.

In 2014 the Group's sales continued to grow, both for the Multi-brand and the Mono-brand business lines, recording growth in all the main reference markets. The number of active customers, the number of unique visitors, the number of orders and the average order value also improved. Please see the below key indicators table for further details.

One of the most significant events was the extension of the online stores of Stella McCartney and Alexander McQueen to China in January 2014. February 2014 saw the launch of Burberry on thecorner.com, with the Burberry Prorsum and Burberry London lines, and on shoescribe.com with the Burberry Prorsum, Burberry London and Burberry Brit brands.

The Missoni Home line was activated on 20 March 2014 on missoni.com in all countries where the online store is operational, while on 6 May 2014, earlier than the original date scheduled in the contract, Dsquared2 S.p.A. and

7 _{Calculations based on Forrester Research data – “Online retail forecast, 2013 to 2018 (Western Europe), Forrester Research Inc., 24 December 2014”.} 8 _{Calculations based on Forrester Research data – “Online retail forecast, 2013 to 2018 (US), Forrester Research Inc., 26 January 2015”.}

9 _{Calculations based on Forrester Research data – “Online retail forecast, 2014 to 2019 (Asia Pacific), Forrester Research Inc., 14 October 2014”.} 10 _{“True-Luxury Global Consumer Insight”, BCG - Fondazione Altagamma, 22 January 2015.}

DIRECTORS’ REPORT

REFERENCE MARKET

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YOOX S.p.A. renewed their collaboration agreement for the management of the dsquared2.com online store in Europe, the United States, Japan and China for a further 5 years, until 30 April 2019.

In April and May 2014, the online stores of Brunello Cucinelli and Balenciaga respectively were extended to China. On 15 May 2014 kartell.com “Powered by YOOX Group”, which was created and produced by the Group's creative agency, was extended to Europe, while at the end of June 2014 the online store of Sergio Rossi was extended to China.

On 13 June 2014 Alexander Wang Inc., the New York brand of the eponymous stylist and YOOX S.p.A. signed an agreement for the management of the Alexander Wang and T by Alexander Wang brand online stores in the United States, a country in which alexanderwang.com already has a considerably large e-commerce business. The existing collaboration between YOOX and Alexander Wang for Europe and Asia, which has become a global partnership, was also extended until 31 December 2017. From 1 July 2014 alexanderwang.com “Powered by YOOX Group” was also activated in the United States.

In July the agreement with Jil Sander Italia S.p.A. (Onward Luxury Group) for the management of jilsander.com “Powered by YOOX Group” was renewed for a further 5 years until 29 September 2019.

In September the Moncler.com online store was extended to Japan.

The 2 Mono-brand agreements, specifically, YOOX S.p.A., by mutual agreement with the brands, decided not to continue collaboration with Coccinelle S.p.A. and Bally S.A..

As pointed out in the subsequent events after the end of the year, the Brioni online store was extended to China on 5 February 2015.

As highlighted in the subsequent events after the end of the year, February saw the debut of Lanvin’s online store in Europe, the United States and the major Asia Pacific area countries. In addition, the new release of marni.com “Powered by YOOX Group” was launched in February. The creative concept was developed by the YOOX creative agency and the Brioni online store was extended to China.

In line with the logistics strategy that involves the opening of specialist stores by goods category based on the Groups' growth requirements (so-called “lego strategy”), in January 2015 the new semi-automated space dedicated to footwear was inaugurated at the logistics Interporto (Bologna).

YOOX Group will devise and produce the graphic concept for the next release of fendi.com for FENDI (LVMH Group) which is scheduled to go live in 2015. For the first time, the YOOX in-house creative agency will take care of the creative and graphic context of a website outside of its Mono-brand portfolio, after having been awarded the contract for which several of the major international web agencies were bidding for.

At the beginning of the year, the YOOX Group joined the Altagamma Foundation as a partner. Since 1992 this organisation has gathered together high-end Italian companies whose brands are famous at international level. YOOX becoming a member, as the only and unique digital brand among the luxury brands is a testament to how the integration dynamics between the digital world and the traditional retail channel have become increasingly more fundamental for business strategies in the segment.

In line with the strategy of extending its in-season offering in the Multi-brand business line, yoox.com launched sunglasses, online at the beginning of the summer, and sportswear which was introduced in Europe from September 2014.

The introduction of these two new categories, suggested by the in-depth knowledge of the taste and behaviour of customers, which allow yoox.com to extend its audience further and offer loyal customers a more extensive selection.

Sportswear and sunglasses have a progressive and increasingly dirompente convergence between functionality and trend in common, making them perfectly complementary for yoox.com customers who are lovers of fashion and style.

An enormous market ($255 billion of sales globally and online penetration of 7% in 201311_{, compared with 4.5%}

of luxury goods12_{), growth prospects of more than 12% compared with clothing}13_{, the presence of specialist online}

retailers mainly in performance sportswear and no Multi-brand luxury e-tailers with a significant offering make fashion sportswear a great opportunity.

The sunglasses market14 _{is equally attractive worth approximately $20 billion globally in 2013, and specifically the}

luxury sunglasses market which, with growth prospects of 19% higher than other accessories15 _excluding

footwear, is destined to drive the future growth of the entire market and have a still relatively low online penetration due, in the main, to the limited internet distribution.

11 _{Historical and prospective data for the Sportswear category published by Euromonitor - “Apparel and Footwear”, Euromonitor, March 2014.} 12 _{Source: Altagamma 2013 Worldwide Markets Monitor”, Bain & Company - Altagamma, Foundatiion 28 October 2013.}

13 _{Historical and prospective data for the Apparel category published by Euromonitor - “Apparel and Footwear”, Euromonitor, March 2014.} 14 _{Historical and prospective data for the Sunglasses category published by Euromonitor - “Apparel and Footwear”, Euromonitor, March 2014.}

15 _{Other accessories excluding footwear include the Apparel accessories, Designer Clothing Accessories, Luxury accessories, Luxury Small Leather Goods,} Luxury Bags and Other Luxury Accessories categories. Calculations based on prospective data published by Euromonitor: “Apparel and Footwear”, Euromonitor, March 2014 (for the Apparel accessories category); “Luxury Goods”, Euromonitor, September 2013 (for the remaining categories).

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In the second half of September, yoox.com launched the area dedicated to fashion and lifestyle sports clothing with numerous exclusive collaborations with renowned designers and brands such as Adidas by Stella McCartney, Adidas by Porsche Design, BWGH for Puma, some of the most well-known global brands like Nike, Under Armour, Oakley, Patagonia, Puma, Reebok, The North Face, as well as research brands like Drop of Mindfulness, Lucas Hugh and NO KA ’OI. The brand portfolio, already containing a vast array at the time of the launch, will continue to be constantly enriched.

For its online debut the sunglasses area already showed a quality selection with important brands, to which new ones are constantly being added.

With the aim of enhancing the range offered by yoox.com with new categories and bolstering it for existing and successful categories, the area of the website dedicated to Pop up Stores has been developed and its visibility increased. This involves shops-in-shops which offer lifestyle brands exposure to a high-quality traffic and a very customised e-commerce solution at global level in rapid time and with limited investment thanks to the powerful platform and high number of visitors of yoox.com.

Multi-brand business line

The Group’s Multi-brand operation breaks down into three online stores owned by the Company: (i) yoox.com, which to date generates the majority of the revenues of the Multi-brand business line; (ii) thecorner.com, which was opened in the first half of 2008;

(iii) shoescribe.com, launched in March 2012.

The Group has based growth on yoox.com, and on the technological, operational and commercial expertise it has acquired over the years, it has subsequently developed the Mono-brand business line, thecorner.com and from the first quarter of 2012, shoescribe.com.

As an online store, yoox.com has been operational since June 2000, and offers a vast array of fashion, design and art products. The majority of products offered on yoox.com are clothing, footwear and fashion accessories drawn from the collections of well-known brands for the corresponding season of the previous year at reduced prices. To complete its select offerings, yoox.com offers collections made exclusively for sale through yoox.com from major designers, eco-friendly fashion, vintage garments, an original selection of design objects and a refined collection of art work.

thecorner.com is an online luxury boutique launched in February 2008 to market the current season’s collections,

ranging from the most prestigious well-known brands to cutting-edge stylists, many of whom are presenting their debut collections online. The products sold on thecorner.com carry prices in line with those found in the traditional channel for the same clothing and accessories.

Initially the range of thecorner.com included menswear collections exclusively, extended to a womenswear collection from September 2009.

thecorner.com is a virtual space containing mini-shops dedicated to each brand, designed to recreate the style, atmosphere and world of ideas evoked by the brand. Customers can browse for clothes, shoes and accessories while immersed in exclusive multimedia content and images from advertising campaigns and fashion shows.

shoescribe.com is the Multi-brand online store launched in March 2012 devoted entirely to women’s footwear.

shoescribe.com offers a unique all-round shopping experience in the world of shoes, ranging from the editorial component to the care of shoes after purchase. The concept behind the store is actually based on the combination of three key elements: e-commerce, exclusive shoe-related services and editorial content. The range consists of an original and very carefully chosen selection of the most sought-after big name brands, as well as a selection of products inspired by shoes. For those who are passionate about shoes, shoescribe.com offers several services with added value, including a system for organising your shoes in your wardrobe, which comes with every package, and a network of trusted shoemakers for repairs. In addition, via an annual subscription, “shoescribers” can access the most exclusive services, ranging from complimentary shoe repair to free shipping throughout the year.

In 2014, the Multi-brand business line generated a monthly average of about 7.6 million unique visitors16_.

16 _{Monthly unique visitor is defined as a visitor who opened at least one browser session to visit the online store over the month. The figure reported is calculated} as the average of monthly unique visitors for the period concerned.

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The Group has designed and promoted web campaigns courtesy of which the Multi-brand business line has reached a figure in 2014, of approximately 40 thousand websites in more than 50 countries; about 370 million newsletters were sent out to registered users translated into the languages managed by the Group.

Mono-brand business line

Since 2006 the Group has operated in the Mono-brand business line, which involves the design, setting up and exclusive management of mono-brand online stores for some of the world’s leading fashion brands, which it works closely together with.

The Group offers its services as a key Strategic Partner for major fashion companies boasting internationally renowned brands. Thanks to its years of experience, the Group is able to manage the entire online shopping process for these companies. All online stores display the wording “Powered by YOOX Group”, which is considered recognition of the guarantee of service quality offered by YOOX. The Group offers its partners consulting and web marketing investment management services, both when new online stores are launched and when they are operational.

The Group is also a partner of Kering (formerly PPR Group) with whom it set up a joint venture dedicated to the management of the Mono-brand online stores of the various luxury brands of Kering.

In 2014, the Mono-brand business line generated a monthly average of about 7.6 million unique visitors. As at 31 December 2014, there were 37 operating online stores. Specifically:

- marni.com, the online store of the Marni brand operational since September 2006, active mainly in Europe, the US and Japan and operational in China since March 2011;

- emporiorarmani.com, the online store of the Emporio Armani brand, operational in the US since August

2007; its operations were expanded mainly to major markets in Europe in June 2008, to Japan in July 2009 and China in November 2010;

- diesel.com, the online store of the Diesel, Diesel Black Gold and 55 DSL brands, operational mainly in

Europe since November 2007, and in Japan since February 2011;

- stoneisland.com, the online store of the Stone Island brand, operational since March 2008 mostly in the

main European markets, the US and Japan;

- valentino.com, the online store of the Valentino brand, operational since April 2008 in the US and as at

March 2009 in the main European markets and Japan;

- emiliopucci.com, the online store of the Emilio Pucci brand, operational since November 2008, mostly in

the main European markets, the US and Japan;

- moschino.com, the online store of Moschino, Love Moschino and MoschinoCheapAndChic brands, active

since February 2009 mainly in Europe, the US and Japan;

- dsquared2.com, the online store of the Dsquared2 brand operational since September 2009, active mainly

in Europe, the US, Japan and China;

- jilsander.com, the online store of Jil Sander and Jil Sander Navy brands, operational since September 2009 mainly in Europe, the US and Japan; the Jil Sander Navy brand has been extended since January 2011;

- robertocavalli.com, the online store of the Roberto Cavalli and Just Cavalli brands, operational since November 2009 mainly in Europe, the US and Japan; the Just Cavalli brand has been extended since February 2011;

- giuseppezanottidesign.com, the online store of the Giuseppe Zanotti brand, operational since February

2010, mainly in Europe, the US and Japan;

- napapijri.com, the online store of the Napapijri brand, operational since March 2010, mainly in Europe