MyBest Group S.p.A.

Extraordinary General Meeting - Seite 2

for a total of 2.883.208 shares of the 6,666,619 ordinary shares existing today, equal to approximately 43.248% of the share capital;
- the shares have been previously deposited by authorised intermediaries, as required by the notice of call pursuant to article 10 of the deed of incorporation and as shown by the deposit situation here attached under “A”, which are consistent with the Company records, as declared by the Chairman;
- of the Board of Directors, in addition to the Chairman, the Director Daniele Viganò attends the meeting;
- for the Board of Statutory Auditors, the Standing Auditors Riccardo Pratesi and Leopoldo Turetta attend the meeting, while the Chairman of the Board of Statutory Auditors, Alfredo Fossati justified his absence;
- the deed of incorporation (article 13) does not require any quorums higher than those provided for in articles 2368 and 2369 of the Italian Civil Code for the validity of the shareholders' meeting and its resolutions.
The Chairman, therefore, declares that the shareholders' meeting is validly convened on second call and can decided on the items on the agenda, as legally notified and in compliance with the legal quorums and the deed of incorporation.
Proceeding with the joint discussion of the items on the agenda, the Chairman reminds the those present that the financial statements for the year ended 31 December 2018, approved by the ordinary shareholders' meeting of 18 December 2019, show a negative shareholders' equity of € 3,336,63, and points out, therefore, that, in view of today's meeting, the Board of Directors has prepared interim financial statements as of 15 December 2019, which consists of the balance sheet, the income statement, explanatory report drawn up by the Board of Directors (also containing the indications of a note)and comments by the Board of Statutory Auditor (but without the report by the independent auditing firm, which, moreover, had declared that it could not give an opinion already on the financial statements as of 31 December 2018) and filed at the registered office on 28 January 2020; all attached here as a single file under “B”. 
This situation - the Chairman continues – resulted in a loss (carried forward) of € 22,960,816, which, following the allocation of reserves to shareholders' equity (for a total of € 18,105,489,  of which € 16,740,995 for share premium reserve, € 840,374 for extraordinary reserve, € 524,120 for legal reserve and € 1,196,055 for profit for the period) and the(negative) reserve for treasury shares for € 1,815,613, amounts to € 5,474,885. Net of the subscribed and paid-up capital of € 3,334,310, the shareholders' equity, therefore, shows a negative value of € 2,140,575.