yoox group 2015 nine month...

YOOX Group 2015 Nine Month Results 11 November 2015

P A G E N U M B E R

2 Disclaimer This presentation has been prepared by YOOX NET-A-PORTER GROUP S.p.A. for information purposes only and for use in presentations of the Group’s results and strategies. For further details on YOOX NET-A-PORTER GROUP S.p.A., reference should be made to publicly available information. Statements contained in this presentation, particularly regarding any possible or assumed future performance of the Group, are or may be forward-looking statements based on YOOX NET-A-PORTER GROUP S.p.A.’s current expectations and projections about future events, and in this respect may involve some risks and uncertainties. Actual future results for any quarter or annual period may therefore differ materially from those expressed in or implied by these statements due to a number of different factors, many of which are beyond the ability of YOOX NET-A-PORTER GROUP S.p.A. to control or estimate precisely, including, but not limited to, the Group’s ability to manage the effects of uncertain current global economic conditions on the business and to predict future economic conditions, the Group’s ability to achieve and manage growth, the degree to which YOOX NET-A-PORTER GROUP S.p.A. enters into, maintains and develops commercial and partnership agreements, the Group’s ability to successfully identify, develop and retain key employees, manage and maintain key customer relationships and maintain key supply sources, unfavourable development affecting consumer spending, the rate of growth of the Internet and online commerce, competition, fluctuations in exchange rates, any failure of information technology, inventory and other asset risk, credit risk on the Group’s accounts, regulatory developments and changes in tax laws. YOOX NET-A-PORTER GROUP S.p.A. does not undertake any obligation to publicly release any revisions to any forward-looking statements to reflect events or circumstances after the date of this presentation. Any reference to past performance of YOOX NET-A-PORTER GROUP S.p.A. shall not be taken as an indication of future performance. This document does not constitute an offer or invitation to purchase or subscribe to any shares and no part of it shall form the basis of or be relied upon in connection with any contract or commitment whatsoever. By attending the presentation you agree to be bound by the foregoing terms.

P A G E N U M B E R

3 Disclaimer on Pro-forma Financials In the entire presentation, Pro-forma Financials refer to pro-forma financial statements relating to the 9 month periods ended 30 September 2015 and 30 September 2014 of YOOX-NET-A-PORTER GROUP S.p.A. which were prepared with logic and criteria consistent with those applied in the preparation of the pro-forma financial statements contained in the Informative Document on the merger of Largenta Italia S.p.A. into YOOX S.p.A. published on 3 October 2015. In particular, for such periods, the effects of the merger between YOOX S.p.A. and THE NET-A-PORTER GROUP Limited, the legal and accounting effects of which entered into force on 5 October 2015 have been simulated. Such Pro-forma Financials at 30 September 2015 and the related comparative Pro-forma Financials at 30 September 2014, as well as the consolidated financial statements of THE NET-A-PORTER GROUP Limited for the 9 month periods ended 30 September 2015 and 30 September 2014 have not been audited. The historical financial data of YOOX Group at 30 September 2015 and 30 September 2014 derive, respectively, from the consolidated interim financial statements of YOOX Group at 30 September 2015 and from the consolidated interim financial statements of YOOX Group at 30 September 2014. The historical financial data of THE NET-A-PORTER GROUP Limited at 30 September 2015 and 30 September 2014 derive, respectively, from the consolidated financial statements of THE NET-A-PORTER GROUP Limited for the 9 month period ended 30 September 2015 and the consolidated financial statements of THE NET-A-PORTER GROUP Limited for the 9 month period ended 30 September 2014 and are prepared in accordance with the accounting principles applicable in the UK; such data was originally expressed in Sterling and for the purpose of being included in the Pro-forma Financials of YOOX NET-A-PORTER GROUP has been converted into Euro and exposed according to the presentation criteria adopted by YOOX Group. Such Pro-forma Financials have been adjusted by aggregating the historical data of YOOX Group and of THE NET-A-PORTER GROUP and then carrying out the adjustments specified below for the purpose of simulating - according to valuation criteria consistent with the historical data and compliant, where appropriate, with the reference regulation represented by the International Financial Reporting Standards (“IFRS”) endorsed by the European Union - the economic effects of the merger on the operating performance of YOOX NET-A-PORTER GROUP as if such transaction had virtually occurred, respectively, at the beginning of the 2015 fiscal year (1 January 2015) and at the beginning of the 2014 fiscal year (1 January 2014), exclusively presented for comparative purposes. However, please note that the information contained in the Pro-forma Financials of YOOX NET-A-PORTER GROUP represents, as mentioned above, a simulation, provided for illustration purposes only, of the possible effects that could result from the merger on YOOX NET-A-PORTER GROUP’s financials. In particular, YOOX NET-A-PORTER GROUP Pro-forma Financials implied the adjustment of actual figures to retroactively reflect the effects of the merger; as a result, in spite of the compliance with the general criteria commonly accepted and the use of reasonable assumptions, intrinsic limits of the actual nature of the Pro-forma Financials persist because they are representations based on assumptions. Therefore, Pro-forma Financials should not be deemed representative of the results that would have been achieved if the transactions considered in the preparation of the Pro-forma Financials had actually taken place as at the dates taken as a reference. Pro-forma Financials reproduce a hypothetical situation and therefore does not intend in any way to depict current or prospective financials of YOOX NET-A-PORTER GROUP. In light of the different purposes of the Pro-forma Financials compared to the historical financial statements, and, as regards those latter, of the conversion and restatement of THE NET-A-PORTER GROUP Limited data in the abovementioned terms, as well as of the different computation modalities of the effects of the merger with reference to the Pro-forma Financials presented, such Pro-forma Financials shall be read and construed independently from historical data, without seeking accounting connections between them. Pro-forma Financials do not, in any way, intend to represent a forecast of future results and should therefore not be used for this purpose: Pro-forma Financials do not reflect prospective data in that they are only prepared to represent the most significant effects, capable of being isolated and objectively measured, of the merger and the associated economic transactions, without taking into account the potential effects resulting from any management decisions and operational choices taken as a result of the merger. The most important adjustments are outlined below: – elimination of costs related to fair value adjustments of THE NET-A-PORTER GROUP Limited B-Shares associated with an incentive plan, the cost of which has been borne by the

Richemont Group; – elimination of costs due to the interruption of non-commercial relations between the companies of THE NET-A-PORTER GROUP Limited and the companies of the Richemont Group; – elimination of financial income and expenses deriving from extinguished financial liabilities of THE NET-A-PORTER GROUP Limited; – elimination of non-recurring costs borne in connection with the merger between YOOX Group and THE NET-A-PORTER GROUP Limited; – elimination of the related tax effects on the aforementioned adjustments, where applicable.

P A G E N U M B E R

4 Agenda

YOOX NET-A-PORTER GROUP RESULTS HIGHLIGHTS AND LATEST BUSINESS DEVELOPMENTS

YOOX GROUP NINE MONTHS 2015 RESULTS

YOOX NET-A-PORTER GROUP NINE MONTHS 2015 PRO-FORMA KEY METRICS

UPDATE ON SYNERGIES AND INTEGRATION COSTS

Q&A

P A G E N U M B E R

5

Nine Months ended 30 September 2015 -Results Highlights

Group’s Net Revenues at €439m, up 20% (+16% at constant FX) compared to €366m in 9M 2014

− Strong performance of both business lines: Multi-brand net revenues up 20%; Mono-brand GMV1 up 27%

− Significant underlying acceleration in revenue growth in 3Q 2015 (+19% vs 15% in 1H 2015 at constant FX) driven by yoox.com and Europe

EBITDA Excluding Incentive Plan Costs1 at €29.6m, with a margin of 6.7% (vs 7.7% in 9M 2014) reflecting greater planned marketing investments to support increased buying for yoox.com

Adjusted Net Income1 at €4.4m (vs €5.3m in 9M 2014)

Net Debt at €20.1m as at September 2015 (vs Net Cash of €31.0m as at December 2014)

Combined Group’s Net Revenues at €1.2bn, up 32% (+21% at constant FX) compared to €0.9bn in 9M 2014

Adjusted EBITDA1 at €82.2m, with a margin of 7.0% (vs 6.5% in 9M 2014)

Adjusted Net Income1 at €32.4m (vs €21.5m in 9M 2014)

YOOX GROUP (Standalone)

YOOX NET-A-PORTER GROUP (Pro-Forma)1

1. For full glossary, please refer to slide 40 Note: Figures as absolute values and in percentages are calculated using precise financial data. Some of the differences found in this presentation are due to rounding of the values expressed in millions of Euro. In this presentation, third-quarter figures are calculated as the difference between the results of the first nine months and the results for the first-half of the same year

P A G E N U M B E R

6 YOOX NET-A-PORTER GROUP - Latest Business Developments

MULTI-BRAND IN-SEASON

MULTI-BRAND OFF-SEASON

ONLINE FLAGSHIP STORES

YOOX.COM – Official partner of Instagram pioneering the launch of sponsored ads in

Italy

THE OUTNET.COM – Brand assortment enhanced with the addition of Tod’s

KARL LAGERFELD online store launched in Europe, the United States and Japan in October 2015

NET-A-PORTER.COM – Product offering further enriched with the addition of Tom Ford’s Ready-

To-Wear and Beauty, exclusive capsule collections by Dolce & Gabbana (Portofino) and Burberry London (Cashmere Trench)

MR PORTER.COM – First online retailer to carry Tom Ford ‘s menswear Ready-To-Wear

collection; exclusive capsule collection by Tod’s

Launch of first-ever combined campaign for NET-A-PORTER.COM and MR PORTER.COM to maximise return on investment. Premiered in November ahead of the Christmas season across all media including a first-ever broadcast on TV (UK) and select cinemas, as well as existing media partners and online social networks.

Karl.com is alive and kicking - after many months of hard work

from all of you!! I wanted to take the opportunity to congratulate and thank you all for the sweat and dedication you all put into making it possible to pull this off in time - and not only this, it looks great - something we

all can be very proud of.

Pier Paolo Righi, CEO of Karl Lagerfeld Group

P A G E N U M B E R

7 Agenda





Q&A

P A G E N U M B E R

8 Key Performance Indicators1

1.Key performance indicators do not include the Joint Venture with Kering 2.Source: SiteCatalyst and Google Analytics for YOOX.COM; Google Analytics for THECORNER.COM, SHOESCRIBE.COM and the mono-brand online stores 3.Active Customer is defined as a customer who placed at least one order in the 12 preceding months 4. Includes Active Customers of the mono-brand online flagship stores

7.3 8.4

6.8 8.6

14.1

17.0

9M 2015 9M 2014

9M 2015 9M 2014 LTM SEP 2014 LTM SEP 2015

9M 2014

198 201

193 196

3Q 2015 3Q 2014

7.0 7.8

7.3 8.0

14.3 15.8

+20.8%

+27.1%

+15.0%

+10.8%

+9.6%

+12.1%

+1.6%

+1.8%

+16.1%

3Q 2014 3Q 2015

Multi-brand Mono-brand excluding JV with Kering

1,201

1,395

3Q 2015 3Q 2014 9M 2015

2,400

2,864

858 1,023

+19.3%

+19.3%

Monthly Unique Visitors (m)2 # Orders (‘000) - Group

Average Order Value (€) - Group Active Customers3 (‘000) - Group4

P A G E N U M B E R

9

€96.8m €119.0m

€31.5m

€35.8m

Net Revenue Review By Business Line

Net Revenue Performance and Breakdown

€270.7m €325.8m

€95.6m

€113.5m

€439.4m

€366.3m

@constant FX @current FX Group Growth +16.3%

9M 2014 9M 2015

+18.8%

+20.4%

+20.0%

73.9%

26.1%

74.2%

25.8%

€154.8m

€128.3m

@constant FX @current FX

+19.1%

3Q 2014 3Q 2015

+13.7%

+23.0%

+20.7%

Multi-brand

Mono-brand

Group Growth

75.5%

24.5%

76.9%

23.1%

Mono-brand Gross Merchandise Value1 Growth

18.8% 7.8% 26.6%

Mono-brandNet Revenue Growth

Impact of differentbooking for the

JV online store sales

Mono-brand GrossMerchandise Growth

9M 2015 vs 9M 2014

13.7% 6.3% 20.0%

Mono-brandNet Revenue Growth

Impact of differentbooking for the

JV online store sales

Mono-brand GrossMerchandise Growth

3Q 2015 vs 3Q 2014

1. For full glossary, please refer to slide 40

P A G E N U M B E R

10

(€m )

Italy 58.8 68.5 16.4% 16.4% 20.1 24.6 22.3% 22.3%

Rest of Europe 174.5 199.0 14.0% 20.1% 60.8 71.8 18.0% 26.6%

North America 78.2 105.7 35.1% 11.5% 28.1 35.2 25.3% 5.1%

Japan 28.0 30.7 9.7% 6.0% 9.6 10.9 12.9% 11.3%

Other Countries 19.8 31.2 57.5% 35.0% 7.7 11.0 42.5% 23.6%

Not Country Related 6.9 4.4 (37.0%) (37.0%) 2.0 1.5 (25.6%) (25.6%)

Group Net Revenues 366.3 439.4 20.0% 16.3% 128.3 154.8 20.7% 19.1%

Net Revenue Review By Geography

1. Not Country Related

21.4%

16.1% 7.6% 5.4%

47.6%

1.9%

9M 2014 9M 2015

24.0%

15.6% 7.0% 7.1% 1.0%

45.3%

3Q 2014

7.5% 6.0%

15.7%

21.9%

1.5%

47.4%

7.0% 7.1%

15.9%

22.7%

0.9%

3Q 2015

46.3%

Net Revenue Performance

Net Revenue Breakdown

Italy Rest of Europe North America RoW Japan NCR1

9M 2014 9M 2015 % Growth % Growth Constant FX 3Q 2014 3Q 2015 % Growth % Growth

Constant FX

Growth impacted by sharp worsening of Rouble/Euro FX

in 3Q 2015

P A G E N U M B E R

11

(€m )

Net Revenues 366.3 439.4 128.3 154.8growth 14.7% 20.0% 14.7% 20.7%

COGS (236.9) (283.1) (85.1) (103.8)Gross Profit 129.4 156.3 43.2 51.0

% of Net Revenues 35.3% 35.6% 33.7% 33.0%Fulfillment (33.4) (40.3) (11.4) (14.1)

% of Net Revenues 9.1% 9.2% 8.9% 9.1%Sales & Marketing (39.1) (50.9) (13.1) (16.3)

% of Net Revenues 10.7% 11.6% 10.2% 10.5%General & Administrative (27.9) (33.5) (9.1) (9.8)

% of Net Revenues 7.6% 7.6% 7.1% 6.3%Other Income / (Expenses) (1.9) (3.0) (0.4) (0.5)

EBITDA 27.1 28.6 9.3 10.4% of Net Revenues 7.4% 6.5% 7.2% 6.7%

EBITDA Excluding Incentive Plan Costs 28 .1 29.6 9.4 10.4% of Net Revenues 7.7% 6.7% 7.3% 6.7%

Depreciation & Amortisation (17.9) (22.3) (6.2) (7.6)% of Net Revenues 4.9% 5.1% 4.9% 4.9%

Non-recurring Items - (11.0) - (5.8)Operating Profit 9.3 (4.7) 3.0 (3.0)

% of Net Revenues 2.5% (1.1%) 2.4% (1.9%)Income / (Loss) From Investment In Associates (0.6) 0.1 (0.1) 0.1Net Financial Income / (Expenses) (0.9) (0.8) 0.4 (1.9)

Profit Before Tax 7.8 (5.3) 3.4 (4.9)% of Net Revenues 2.1% (1.2%) 2.6% (3.1%)

Taxes (3.2) 1.5 (1.3) 0.9Net Income 4.6 (3.9) 2.0 (4.0)

% of Net Revenues 1.2% (0.9%) 1.6% (2.6%)

Adjusted Net Incom e 5.3 4.4 2.1 0.0% of Net Revenues 1.4% 1.0% 1.6% 0.0%

YOOX Group Profit & Loss

Note: Depreciation & Amortisation included in Fulfillment, Sales & Marketing, General & Administrative have been reclassified and grouped under Depreciation & Amortisation EBITDA Excluding Incentive Plan Costs calculated by adding back to reported EBITDA the non-cash costs associated with share-based incentive plans in each period Adjusted Net Income calculated by adding back to reported Net Income the costs associated with share-based incentive plans and the non-recurring items related to the merger with THE NET-A-PORTER GROUP in each period, net of their related tax effects. Non-recurring items mainly include legal, fiscal, accounting, valuation and strategic advisory consulting fees as well as general administrative costs related to the transaction

3Q 2014 3Q 2015 9M 2014 9M 2015

P A G E N U M B E R

12

9M 2015

EBITDA Excluding Incentive Plan Costs Review by Business Line

% of Group Net Revenues

% of Mono-brand Net Revenues

€37.6m

€43.0m

€12.1m €13.9m

9M2014 9M2015 GAP 3Q 2014 3Q 2015

€(29.8)m

€(36.5)m

€(9.4)m €(10.2)m

9M2014 9M2015 GAP 3Q 2014 3Q 2015

€19.5m €22.1m

€6.6m €6.8m

9M2014 1H9M GAP 3Q 2014 3Q 2015

Multi-brand EBITDA Pre Corporate Costs Corporate Costs Mono-brand EBITDA Pre Corporate Costs

€9.4m €10.4m

% of Net Revenues 7.7% 6.7% 7.3% 6.7%

Note: Multi-brand and Mono-brand EBITDA Pre Corporate Costs include all costs directly associated with the business line, including COGS, Fulfillment, Sales & Marketing (all net of D&A); Corporate Costs include General & Administrative costs (net of D&A) and Other Income / (Expenses)

% of Multi-brand Net Revenues

11.7% 13.9% 13.2% 12.5% 19.0% 20.4% 19.4% 21.1% 6.6% 8.1% 8.3% 7.4%

3Q 2014 3Q 2015 9M 2014

9M 2014 9M 2015 3Q 2014 3Q 2015 9M 2014 9M 2015 3Q 2014 3Q 2015 9M 2014 9M 2015 3Q 2014 3Q 2015

€28.1m €29.6m

Total Group

P A G E N U M B E R

13

From EBITDA to Net Income From EBITDA to Net Income

€10.4m

€(7.6)m

€(5.8)m €(3.0)m

€0.1m

€(1.9)m

€0.9m

€(4.0)m

€4.0m €0.0m

ReportedEBITDA

D&A Non-recurringItems

EBIT Income/ (Loss)From Associates

Net FinancialIncome /

(Expenses)

Taxes ReportedNet Income

Non-recurringItems net of

related tax effect

AdjustedNet Income

3Q 2014

3Q 2015

% of Net Revenues 6.7% nm nm

Refer to the 3Q share of extraordinary costs related to the merger with

THE NET-A-PORTER GROUP

€9.4m

€(0.1)m

€9.3m

€(6.2)m

€3.0m

€(0.1)m

€0.4m

€(1.3)m €2.0m €0.1m €2.1m

EBITDA Excl.Incentive Plan

Costs

Incentive PlanCosts

ReportedEBITDA

D&A EBIT Income / (Loss)From Associates


(Expenses)


Incentive PlanCosts net ofrelated tax

effect

AdjustedNet Income

nm

No Incentive Plan Costs in 3Q 2015

% of Net Revenues 7.2% 2.4% 1.6% 1.6%

P A G E N U M B E R

14 YOOX Group Cash Flow Statement and Net Financial Position Evolution

€31.0m

€29.6m

€(0.7)m €(4.3)m

€(27.8)m

€(34.9)m €(5.7)m €(7.6)m

€0.2m €(20.1)m

Dec 2014Net Cash

EBITDAExcl. Incentive

Plan Costs


(Expenses)& Associates

Taxes Change inNet Working

Capital

CapitalExpenditure

Other Non-recurringItems(M&A)

Proceeds fromStock Option

Exercise

Sept 2015Net Debt

1

1. Mainly refers to deferred tax assets, exchange rate impact resulting from the consolidation of foreign subsidiaries and fair value of derivative contracts 2. Net of related tax effect

1

Cash Flow Statement

Net Financial Position Evolution

(€m )

EBITDA Excluding Incentive Plan Costs 28.1 29.6 9.4 10.4

Net Financial Income / (Expenses) & Associates (1.5) (0.7) 0.3 (1.9)

Taxes (3.2) (4.3) (1.3) (1.6)

Change in Net Working Capital (22.7) (27.8) (6.1) (2.5)

Capital Expenditure (25.5) (34.9) (8.3) (9.4)

Other (1.1) (5.7) 0.3 (2.7)

Free Cash Flow (25.9) (43.8) (5.7) (7.7)

Non-recurring Items (M&A) - (7.6) - (4.0)

Proceeds from Stock Option Exercise 8.5 0.2 3.7 0.1

Change in Net Financial Position (17.4) (51.1) (2.0) (11.7)

3Q 2014 3Q 2015 9M 2014 9M 2015

2

P A G E N U M B E R

15

(€m)

Inventories 222.8 274.0 270.3 (47.4)

Trade Receivables 14.7 13.4 13.7 1.1

Trade Payables (164.5) (194.3) (189.7) 25.2

Other Receivables / (Payables) (27.8) (22.5) (21.1) (6.6)

Net Working Capital 45.3 70.6 73.1 (27.8)

as % of Net Revenues 8.6% 12.4% 12.2%

Net Working Capital and Capital Expenditure Evolution

Dec 2014 9M 2015 Sept 2015

% of Net Revenues

€25.5m

€34.9m

7.0% 7.9% 6.5% 6.1%

€8.3m

3Q 2014 3Q 2015 9M 2014 9M 2015

€9.4m

Inventories at Sept 2015 decreased from June thanks to a very good performance of clearance sales and to 2015 Fall / Winter deliveries

skewed in 1H

Net Working Capital

Capital Expenditure

June 2015

Tech Operations Other

P A G E N U M B E R

16 Agenda





Q&A

P A G E N U M B E R

17

6.8 8.6

8.4 9.7

7.2 7.7

22.4

26.1

9M 2015 9M 2014

9M 2015 9M 2014 LTM SEP 2014 LTM SEP 2015

9M 2014

327 354

+16.5%

+15.8%

+7.3%

+8.0% +16.0%

1,997

2,316

9M 2015

4,110

5,019 +22.1%

Monthly Unique Visitors (m)2 # Orders (‘000) - Group

Average Order Value (€) - Group Active Customers3 (‘000) - Group4

Multi-brand In-Season Multi-brand Off-Season Online Flagship Stores

+27.1%

1.Key performance indicators do not include the Joint Venture with Kering and the jimmychoo.com online flagship store 2.Source: SiteCatalyst for NET-A-PORTER.COM, MR PORTER.COM and THE OUTNET.COM; SiteCatalyst and Google Analytics for YOOX.COM; Google Analytics for THECORNER.COM, SHOESCRIBE.COM and the Online Flagship Stores

"Powered by YOOX NET-A-PORTER GROUP “ 3.Active Customer is defined as a customer who placed at least one order in the 12 preceding months 4. Includes Active Customers of the Online Flagship Stores “Powered by YOOX NET-A-PORTER GROUP”

Key Performance Indicators1

P A G E N U M B E R

18

€98.8m €117.0m

€332.0m €420.7m

463.4

644.0

Net Revenue Performance and Breakdown

€1,181.7m

@constant FX @current FX

Group Growth +21.5%

9M 2014 9M 2015

+39.0%

+32.2%

51.8%

37.1%

54.5%

35.6%

+26.7%

Multi-brand In-Season

Online Flagship Stores

Multi-brand Off-Season

€894.1m

+18.5%

11.0% 9.9%

Net Revenue Review By Business Line

P A G E N U M B E R

19

(€m )

Italy 63.6 75.1 18.1% 18.1%

UK 133.3 184.3 38.3% 23.9%

Rest of Europe 270.9 317.5 17.2% 21.9%

North America 237.9 352.1 48.0% 21.8%

APAC 127.4 175.8 38.0% 22.4%

Rest of the World 61.0 76.9 26.0% 14.3%

Group Net Revenues 894.1 1,181.7 32.2% 21.5%

Net Revenue Review By Geography

26.6%

14.9% 14.2%

6.8%

30.3%

7.1%

9M 2014 9M 2015

29.8%

15.6% 14.9%

6.5% 6.4%

26.9%

Net Revenue Performance

Net Revenue Breakdown

9M 2014 9M 2015 % Growth % Growth Constant FX

Italy Rest of Europe APAC North America RoW + NCR UK

1. Includes Not Country Related

1

P A G E N U M B E R

20

(€m )

Net Revenues 894.1 1,181.7growth #DIV/0! 32.2%

COGS (551.0) (720.2)Gross Profit 343.2 461.5

% of Net Revenues 38.4% 39.1%Fulfillment (86.1) (121.2)

% of Net Revenues 9.6% 10.3%Sales & Marketing (106.1) (141.0)

% of Net Revenues 11.9% 11.9%General & Administrative (105.6) (120.4)

% of Net Revenues 11.8% 10.2%Other Income / (Expenses) (2.0) (2.9)

EBITDA 43.4 75.9% of Net Revenues 4.9% 6.4%

Adjusted EBITDA 58 .5 8 2.2% of Net Revenues 6.5% 7.0%

Depreciation & Amortisation (33.4) (42.7)% of Net Revenues 3.7% 3.6%

Non-recurring Items - (0.0)Operating Profit 10.0 33.3

% of Net Revenues 1.1% 2.8%Income / (Loss) From Investment In Associates (0.6) 0.1Net Financial Income / (Expenses) 1.1 1.6

Profit Before Tax 10.5 35.0% of Net Revenues 1.2% 3.0%

Taxes (3.8) (8.6)Net Income 6.7 26.4

% of Net Revenues 0.7% 2.2%Adjusted Net Incom e 21.5 3 2.4

% of Net Revenues 2.4% 2.7%

Pro-forma1 Profit & Loss

Note: Depreciation & Amortisation included in Fulfillment, Sales & Marketing, General & Administrative have been reclassified and grouped under Depreciation & Amortisation 1. For full glossary, please refer to slide 40. For the description of the pro-forma adjustments, please refer to slide 3

9M 2014 9M 2015

1

1

P A G E N U M B E R

21 Agenda





Q&A

P A G E N U M B E R

22 €85m annual run-rate synergies enabled by €95m cumulated one-off costs

ANNUAL RUN-RATE SYNERGIES (2018)

EBITDA + CAPEX SAVINGS: €85M

CUMULATED ONE-OFF COSTS (2015-2018)

OPEX + CAPEX: €95M

Expected synergies mainly arising from P&L benefits

One-off operating expenses mainly related to G&A: ~€2.5m1 in FY2015 and ~€7.5m in FY2016

One-off capital expenditure mainly concentrated in FY2016 - FY2017, with a peak in 2016

HIGHLIGHTS

OPEX Capital Expenditure Capital Expenditure Savings EBITDA

1. €2.5m refers to one-off integration-related expenses. It adds to the expected ~€20m transaction-related costs

P A G E N U M B E R

23 A Deep-Dive into Synergies

2018 EBITDA + CAPEX SAVING SPLIT BY AREAS

45 Synergies in 6 Different Areas

Retail Additional sales, improved full price sell-through and retail

margin across THE NET-A-PORTER GROUP’s online stores thanks to development of a shared virtual global inventory across markets and storefronts (“Global Inventory”)

Improved product sourcing conditions by combining yoox.com and THE OUTNET.COM buying efforts

Operations Lower delivery and warehousing costs thanks to optimised

allocation of stock across distribution centres (DCs) closer to customers

Lower delivery and credit card costs thanks to greater scale

Brand Relations Cross selling mono-brand offer and up selling

opportunities leveraging THE NET-A-PORTER GROUP’s editorial and marketing capabilities

Corporate and Technology Reduced hiring rate in overlapping functions CAPEX savings thanks to convergence onto one shared

technology platform

Marketing and Content Savings on marketing spend due to optimisation of multi-

brand portfolio (see slide 25) Up and cross-selling opportunities across customer bases

Retail

Operations

Corporate

Technology

Marketing and Content

Brand Relations

TOP SYNERGY CONTRIBUTORS

P A G E N U M B E R

24

P&L Synergy Phasing

2016 2017 2018

100%

~40%

~15 % - 20%

GROSS EBITDA SYNERGIES

EBITDA SYNERGY BREAKDOWN BY TYPE

2016 2017 2018

HIGHLIGHTS

P&L synergies (net

of one-off OPEX)

to be positive as

soon as 2016

Synergy increase

from 2017 to 2018

mainly due to

implementation of

Global Inventory

set-up, driving

uplift in revenue

synergies

Costs Revenue

P A G E N U M B E R

25 Optimisation of Multi-brand In-Season Portfolio Outcome of the Group’s brand portfolio analysis carried out after merger effectiveness

Overall savings on sales & marketing; avoided marketing investments in THECORNER.COM and SHOESCRIBE.COM and reallocation of budget to online stores with higher ROI

Significant share of THECORNER.COM and SHOESCRIBE.COM customer bases expected to be retained given existing overlap with the Group’s other proprietary online stores

Additional retail and marketing business potential – Opportunity to convert retained THECORNER.COM and SHOESCRIBE.COM customers

into higher spending, more engaged customers on the Group’s other online stores – Possibility to further develop NET-A-PORTER.COM’s shoe business - currently with a

relatively limited contribution to sales - by leveraging SHOESCRIBE.COM’s skills

Expected

net positive effect on EBITDA

as soon as 2016

+

limited revenue loss

THECORNER.COM and SHOESCRIBE.COM customers to be migrated to the other multi-brand online stores1 by end of Spring/Summer 2016

Tailored migration strategies based on customer demographics, spending patterns (average spend, AOV, off-price vs full-price, brand preferences, etc.) and geography being developed to maximise redemption

THECORNER.COM and SHOESCRIBE.COM teams to be fully reallocated within the Group

THECORNER.COM and SHOESCRIBE.COM show:

– High customer overlap with the Group’s other multi-brand online stores: nearly half of THECORNER.COM and SHOESCRIBE.COM active customers bought from the other Group’s multi-brand storefronts in the last 12 months

– Brand overlap with NET-A-PORTER.COM and MR PORTER.COM’s offer

– Minor contribution to the Group’s results (together accounted for 2.4% of 9M 2015 pro-forma net revenues)

NET-A-PORTER.COM and MR PORTER.COM enjoy significantly higher customer lifetime value than THECORNER.COM and SHOESCRIBE.COM

1. In accordance with international privacy laws

P A G E N U M B E R

26 Key Investment Projects to enable Global Inventory Synergies Most integration capex is expected in Technology in order to develop one shared techno-logistics platform across the two Companies. The

remaining part will be invested in Operations

Investments in both areas are key enablers of Global Inventory synergies

Deployment of a new common front-end platform across the Group’s storefronts, maintaining their key differentiated customer experience

Integration of existing value-added proprietary features

Front-end

TECHNOLOGY

Roll-out of a new shared Order Management System (“OMS”) for both Companies:

– Faster than integrating two existing OMS

– Upgraded omni-channel capabilities

Implementation of a new shared Product Information Management System to allow products to be showcased on multiple storefronts and markets

Migration to a common ERP

Back-end

OPERATIONS

Realisation of Global Inventory synergies and optimisation of the Group’s overall existing storage capacity to entail different stock allocation across warehouses from existing one and closer to the customers

Related investments in warehousing equipment and photo shooting studios to be realised mainly in Italy and the US

P A G E N U M B E R

27 Agenda





Q&A

P A G E N U M B E R

28 Appendix

OUR GLOBAL STRATEGIC PARTNERSHIPS IN THE MONO-BRAND BUSINESS LINE

SHAREHOLDER STRUCTURE

YOOX GROUP 9M 2015 RESULTS

– PROFIT & LOSS EXCLUDING INCENTIVE PLAN COSTS

– REPORTED EBITDA REVIEW BY BUSINESS LINE

– FROM EBITDA TO NET INCOME

– BRIDGE TO ADJUSTED NET INCOME

– FOCUS ON INCENTIVE PLAN COSTS

– SUMMARY BALANCE SHEET

– NET FINANCIAL POSITION

– EXCHANGE RATES

P A G E N U M B E R

29 Our Global Strategic Partnerships in the Mono-Brand Business Line

Online Flagship Stores “Powered by YOOX NET-A-PORTER GROUP”

JVCo with Kering

alexanderwang.com

pomellato.com

pringlescotland.com

barbarabui.com

moncler.com

dolcegabbana.com

trussardi.com

armani.com

dodo.it

dsquared2.com

moschino.com

emiliopucci.com

valentino.com

stoneisland.com

marni.com

emporioarmani.com

diesel.com

jilsander.com

bikkembergs.com

brunellocucinelli.com

albertaferretti.com

napapijri.com

robertocavalli.com

y-3store.com

zegna.com

kartell.com

ysl.com

mcq.com

bottegaveneta.com

sergiorossi.com alexandermcqueen.com

stellamccartney.com

balenciaga.com

missoni.com

redvalentino.com

lanvin.com

brioni.com

chloe.com OPENING SOON

dunhill.com

karl.com

maisonmargiela.com

OPENING SOON

jimmychoo.com

P A G E N U M B E R

30

Feder ico Marchet t i 7 ,152 ,653 5 .5% 4,760 ,697 3 .7% 7,152 ,653 8 .2% 4,760 ,697 5 .7%

YNAP Managem ent team and other stock option holders 1,090,648 0.8% 1,090,648 1.2%

Sub- total 8,243,301 6.3% 4,760,697 3.7% 8,243,301 9.4% 4,760,697 5.7%

Richem ont 65,599,597 50.0% 65,599,597 51.4% 21,866,532 25.0% 20,693,964 25.0%

Renzo Rosso 5,186,321 4.0% 5,186,321 4.1% 5,186,321 5.9% 5,186,321 6.3%

Capital Research and Managem ent Com pany 2,998,469 2.3% 2,998,469 2.3% 2,998,469 3.4% 2,998,469 3.6%

Balderton Capital 2,185,145 1.7% 2,185,145 1.7% 2,185,145 2.5% 2,185,145 2.6%

Market 46,986,361 35.8% 46,986,361 36.8% 46,986,361 53.7% 46,986,361 56.7%

To ta l Outs tanding Shares 131 ,199 ,194 100 .0% 127,716 ,590 100 .0% 87,466 ,129 100 .0% 82,810 ,957 100 .0%

Treasury Shares 17,339 0.0% 17,339 0.0% 17,339 0.0% 17,339 0.0%

To ta l Is sued Shares 131 ,216 ,533 100 .0% 127,733 ,929 100 .0% 87,483 ,468 100 .0% 82,828 ,296 100 .0%

Shareholder Structure Shareholders

Total Ordinary Capital (Voting)

Total Share Capital (Ordinary + Non-voting) 1 1

Updated as of 11 November 2015 1. Computed assuming that all of the 3,482,604 stock options granted and vested under YOOX S.p.A.’s stock option plans are exercised 2. Excludes Federico Marchetti 3. The number of ordinary shares is calculated assuming that Richemont converts 1,172,568 non-voting shares to ordinary shares (ratio of 1:1) in order to re-establish the maximum of 25% of shares with voting rights as stipulated by the New Bylaws

3

2

Diluted Current Diluted Current

P A G E N U M B E R

31 Appendix

OUR GLOBAL STRATEGIC PARTNERSHIPS IN THE MONO-BRAND BUSINESS LINE

SHAREHOLDER STRUCTURE

YOOX GROUP 9M 2015 RESULTS

– PROFIT & LOSS EXCLUDING INCENTIVE PLAN COSTS

– REPORTED EBITDA REVIEW BY BUSINESS LINE

– FROM EBITDA TO NET INCOME

– BRIDGE TO ADJUSTED NET INCOME

– FOCUS ON INCENTIVE PLAN COSTS

– SUMMARY BALANCE SHEET

– NET FINANCIAL POSITION

– EXCHANGE RATES

P A G E N U M B E R

32 Profit & Loss Excluding Incentive Plan Costs

3Q 2014 3Q 2015 9M 2014 9M 2015 (€m )

Net Revenues 366.3 439.4 128.3 154.8growth 14.7% 20.0% 14.7% 20.7%

COGS (236.9) (283.1) (85.1) (103.8)Gross Profit 129.4 156.3 43.2 51.0

% of Net Revenues 35.3% 35.6% 33.7% 33.0%Fulfillment Excl. Incentive Plan Costs (33.3) (40.3) (11.4) (14.1)

% of Net Revenues 9.1% 9.2% 8.9% 9.1%Sales & Marketing Excl. Incentive Plan Costs (39.1) (50.9) (13.1) (16.3)

% of Net Revenues 10.7% 11.6% 10.2% 10.5%General & Administrative Excl. Incentive Plan Costs (27.0) (32.5) (9.0) (9.8)

% of Net Revenues 7.4% 7.4% 7.0% 6.3%Other Income / (Expenses) (1.9) (3.0) (0.4) (0.5)

EBITDA Excluding Incentive Plan Costs 28 .1 29.6 9.4 10.4% of Net Revenues 7.7% 6.7% 7.3% 6.7%

Depreciation & Amortisation (17.9) (22.3) (6.2) (7.6)% of Net Revenues 4.9% 5.1% 4.9% 4.9%

Non-recurring Items - (11.0) - (5.8)Operating Profit Excl. Incentive Plan Costs 10.2 (3.7) 3.2 (3.0)

% of Net Revenues 2.8% (0.8%) 2.5% (1.9%)Income / (Loss) From Investment In Associates (0.6) 0.1 (0.1) 0.1Net Financial Income / (Expenses) (0.9) (0.8) 0.4 (1.9)

Profit Before Tax Excl. Incentive Plan Costs 8.7 (4.3) 3.5 (4.9)% of Net Revenues 2.4% (1.0%) 2.7% (3.1%)

Taxes (3.4) 1.2 (1.4) 0.9Net Incom e Excluding Incentive Plan Costs 5.3 (3 .2) 2.1 (4.0)

% of Net Revenues 1.4% (0.7%) 1.6% (2.6%)

Adjusted Net Incom e 5.3 4.4 2.1 0.0% of Net Revenues 1.4% 1.0% 1.6% 0.0%

P A G E N U M B E R

33

9M 2015

Reported EBITDA Review by Business Line

% of Group Net Revenues

% of Mono-brand Net Revenues

€37.4m €43.0m

€12.1m €13.9m

9M2014 9M2015 GAP 3Q 2014 3Q 2015

€(29.8)m

€(36.5)m

€(9.4)m €(10.2)m

9M2014 9M2015 GAP 3Q 2014 3Q 2015

€19.5m €22.1m

€6.6m €6.8m

9M2014 1H9M GAP 3Q 2014 3Q 2015

€9.3m €10.4m

% of Net Revenues 7.4% 6.5% 7.2% 6.7%

Note: Multi-brand and Mono-brand EBITDA Pre Corporate Costs include all costs directly associated with the business line, including COGS, Fulfillment, Sales & Marketing (all net of D&A); Corporate Costs include General & Administrative costs (net of D&A) and Other Income / (Expenses)

% of Multi-brand Net Revenues

11.7% 13.8% 13.2% 12.5% 19.0% 20.4% 19.4% 21.1% 6.6% 8.1% 8.3% 7.4%

3Q 2014 3Q 2015 9M 2014

9M 2014 9M 2015 3Q 2014 3Q 2015 9M 2014 9M 2015 3Q 2014 3Q 2015 9M 2014 9M 2015 3Q 2014 3Q 2015

€27.1m €28.6m

Multi-brand EBITDA Pre Corporate Costs Corporate Costs Mono-brand EBITDA Pre Corporate Costs

Total Group

P A G E N U M B E R

34 From EBITDA to Net Income

€28.1m

€(0.9)m

€27.1m

€(17.9)m

€9.3m

€(0.6)m €(0.9)m €(3.2)m

€4.6m

EBITDA Excl.Incentive Plan

Costs

Incentive PlanCosts

ReportedEBITDA

D&A EBIT Income / (Loss)From Associates


(Expenses)


9M 2014

9M 2015

% of Net Revenues 6.7% 6.5% nm nm

% of Net Revenues 7.7% 7.4 % 1.2%

€29.6m

€(1.0)m

€28.6m

€(22.3)m

€(11.0)m €(4.7)m €0.1m

€(0.8)m

€1.5m

€(3.9)m EBITDA Excl.Incentive Plan

Costs

Incentive PlanCosts

ReportedEBITDA

D&A Non-recurringItems

EBIT Income / (Loss)From Associates


(Expenses)


2.5%

Refer to the 1H share of extraordinary costs related

to the merger with THE NET-A-PORTER GROUP

P A G E N U M B E R

35 Bridge to Adjusted Net Income

€(3.9)m

€7.6m €0.7m €4.4m

Net Income Non-recurring itemsnet of related tax effect

Incentive Plan Costsnet of related tax effect

AdjustedNet Income

9M 2014

9M 2015

€1.0m before tax effect


€4.6m €0.7m €5.3m

Net Income Incentive Plan Costsnet of related tax effect

AdjustedNet Income


P A G E N U M B E R

36

(€m )

Fulf i l lm ent (33.356) (40.349) (11.413) (14.064)

of which Incentive Plan Costs (0.097) 10.5% - 0.0% - 0.0% - 0.0%

Sales & Marketing (39.113) (50.855) (13.061) (16.290)

of which Incentive Plan Costs (0.004) 0.4% - 0.0% - 0.0% - 0.0%

General & Adm inistrative (27.854) (33.521) (9.065) (9.788)

of which Incentive Plan Costs (0.8 24) 89.1% (1.014) 100.0% (0.110) 100.0% - 0.0%

Incentive Plan Costs (0.926) 100.0% (1.014) 100.0% (0.110) 100.0% - 0.0%

EBITDA Reported 27.149 28 .595 9.272 10.43 5

% of Net Revenues 7.4% 6.5% 7.2% 6.7%

Incentive Plan Costs (0.926) (1.014) (0.110) -

EB ITDA Excl. Incentive Plan Costs 28 .075 29.609 9.3 8 3 10.43 5

% of Net Revenues 7.7% 6.7% 7.3% 6.7%

Focus on Incentive Plan Costs

9M 2014

% of Total

9M 2015

% of Total

3Q 2014

% of Total

3Q 2015

% of Total

P A G E N U M B E R

37 Summary Balance Sheet

FY 2014 9M 2015 Change (€m )

Net Working Capital 45.3 73.1 27.8

Non-Current Assets 82.4 101.8 19.4

Non-Current Liabilities (excl. financial liabilities) (0.4) (0.5) (0.1)

Total 127.3 174.4 47.1

Net Financial Debt / (Net Cash) (31.0) 20.1 51.1

Shareholders' Equity 158.3 154.3 (4.0)

Total 127.3 174.4 47.1

P A G E N U M B E R

38 Net Financial Position

9M 2015 FY 2014

Long average maturity of outstanding debt (~90% of loans due between 1H 2017 and 2020) at an average cost of debt of 150bps over the 3/6 month Euribor

Available Drawn Committed

(€m )

Cash and Cash Equivalents 118.0 106.0

Other Current Financial Assets 10.0 23.3

Current Financial Assets 128.0 129.3

Current Financial Liabilities (30.9) (38.5)

Long Term Financial Liabilities (66.1) (110.9)

(Net Financial Debt) / Net Cash 31.0 (20.1)

(€m )

Overdrafts 8.4 0 8.4

Bank Loans 119.1 99.1 20.0

European Investment Bank 40.6 40.6 -

Financial Leases & Other 9.4 9.4 -

Total 177.5 149.1 28.4

Net Financial Position

Overview of Debt Facilities at 30 September 2015

P A G E N U M B E R

39

EUR USD 1.3 55 1.114 1.3 26 1.112 1.214 1.076 1.119 1.120

% yoy appreciation / (depreciation) vs. EUR 21.6% 19.2% 13.6% 28.2% 22.1% 12.3%

EUR JPY 13 9.48 6 13 4.778 13 7.749 13 5.8 63 145.23 0 128 .950 13 7.010 13 4.690

% yoy appreciation / (depreciation) vs. EUR 3.5% 1.4% (0.4%) 10.4% 1.0% 2.5%

EUR GBP 0.8 12 0.727 0.794 0.717 0.779 0.727 0.711 0.73 9


EUR CNY 8 .3 54 6.964 8 .173 7.008 7.53 6 6.671 6.93 7 7.121


EUR RUB 48 .015 66.597 48 .058 70.3 03 72.3 3 7 62.440 62.3 55 73 .242

% yoy appreciation / (depreciation) vs. EUR (27.9%) (31.6%) (37.3%) (21.9%) (25.6%) (32.1%)

EUR HKD 10.507 8 .640 10.275 8 .162 9.417 8 .3 42 8 .674 8 .68 2


EUR KRW 1411.617 1252.63 3 13 61.100 13 00.590 13 24.8 00 1192.58 0 1251.270 13 28 .270


EUR AUD 1.476 1.463 1.43 3 1.53 3 1.48 3 1.415 1.455 1.594

% yoy appreciation / (depreciation) vs. EUR 0.9% (6.6%) 4.0% 5.6% (0.1%) (9.4%)

EUR CAD 1.48 2 1.404 1.442 1.454 1.406 1.3 74 1.3 8 4 1.503

% yoy appreciation / (depreciation) vs. EUR 5.6% (0.8%) 4.3% 10.8% 5.4% (6.5%)

Exchange Rates Period Average End of Period

9M 2014 9M 2015 3Q 2014 3Q 2015 Mar 2015 Jun 2015 Sep 2015 Dec 2014

P A G E N U M B E R

40

Glossary YOOX GROUP (Standalone)

Pro-forma: Pro-forma Financials relating to the 9 month periods ended 30 September 2015 and 30 September 2014 of YOOX-NET-A-PORTER

GROUP S.p.A. has been adjusted by aggregating the historical data of YOOX Group and of THE NET-A-PORTER GROUP and then carrying

out the adjustments specified on slide 3 for the purpose of simulating the economic effects of the merger on the operating performance of

YOOX NET-A-PORTER GROUP as if such transaction had virtually occurred, respectively, at the beginning of the 2015 fiscal year (1 January

2015) and at the beginning of the 2014 fiscal year (1 January 2014), exclusively presented for comparative purposes. For further information on

the preparation criteria of Pro-forma Financials and on the limits concerning the information content thereof, please refer to slide 3

Adjusted EBITDA: Adjusted EBITDA is defined as reported EBITDA before the non-cash costs associated with Stock Option Plans and Share-

based Incentive Plans

Adjusted Net Income: Adjusted Net Income is defined as reported net income before the non-cash costs associated with Stock Option Plans

and Share-based Incentive Plans, net of their related tax effects

YOOX NET-A-PORTER GROUP (Pro-Forma)

Gross Merchandise Value (GMV): GMV is defined as retail value of sales of all the Online Flagship Stores, including the JV online store sales to

final customers, net of returns and customer discounts. Set-up, design and maintenance fees for the Online Flagship Stores, accounted for

within “Not Country Related”, are excluded

EBITDA Excluding Incentive Plan Costs: EBITDA Excluding Incentive Plan Costs is defined as reported EBITDA before the non-cash costs

associated with Stock Option Plans and Share-based Incentive Plans, as described in YOOX Group's interim consolidated financial statements

Adjusted Net Income: Adjusted Net Income is defined as the consolidated net income before the non-cash costs associated with Stock

Option Plans and Share-based Incentive Plans and the non-recurring items relating to the merger with THE NET-A-PORTER GROUP Limited,

both net of their related tax effects

Thank you T H I S D O C U ME N T I S P R O P R I E T A R Y A N D C O N F I D E N T I A L . N O P A R T O F T H I S D O C U ME N T MA Y B E D I S C L O S E D I N A N Y MA N N E R T O A T H I R D P A R T Y W I T H O U T T H E P R I O R W R I TT E N C O N S E N T O F Y O O X N E T - A - P O R T E R G R O U P

Investor Relations

[email protected]

yoox group 2015 nine month...

Documents