MailUp’s main relevant shareholders entered a shareholders’ agreement

MailUp S.p.A. (the “Company” or the “Issuer” or “MailUp”), a company admitted to trading on the multilateral trading facility AIM Italia / Alternative Investment Market and operating in the marketing technology field, hereby announces that they received the notice from their relevant shareholders Messrs Matteo Monfredini, Nazzareno Gorni, Luca Azzali, Matteo Bettoni and Alberto Miscia – who together own a total shareholding in the Company of n. 8,128,640 ordinary shares, no nominal value, representing 54.44% of its share capital – that they entered a shareholders’ agreement regarding a total shareholding in the Company of n. 7,480,514 ordinary shares representing 50.10% of its share capital, in equal measure.

The shareholders’ agreement includes usual provisions for similar agreements, and specifically:

  1. A provision for prior consultation on specific matters relevant for the shareholders’ meetings, with the undertaking to vote according to the majority of the consultation meeting, or – in case of lack of such majority – autonomously and independently;
  2. A lock-up on the shareholding they respectively contributed to the shareholders’ agreement for the duration of the agreement, as well as limitations to their collateralisation;
  3. A three-year duration, except anticipated termination in case of breach of the undertakings or a reduction of the number of shares contributed to the shareholders’ agreement below the threshold of 45% of the Company share capital;
  4. Some cash penalty in case of breach of the undertakings thereof.
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