INFORMATION DOCUMENT TO THE STOCK OPTION INCENTIVE PLAN PURSUANT TO ART. 84 BIS REG. CONSOB 11971/99

Transcription

1 INFORMATION DOCUMENT TO THE STOCK OPTION INCENTIVE PLAN PURSUANT TO ART. 84 BIS REG. CONSOB 11971/99 Registered Office: Viale della Giovine Italia 17 - Florence Share Capital: Euro 2,835, fully paid-in Florence Company Register no REA Tax ID/VAT no Internet Site:

2 Introductory Note With this information document, Dada S.p.A. complies with rules governing financial instrument-based remuneration plans - specifically pursuant to art. 84-bis, paragraph 5 of Consob Regulation n of 14 May 1999, as amended ( Issuer Regulations ) - with regard to stock option plan intended for employees, in particular for executives and/or managers and/ or employees of Company and/or its subsidiaries, approved at Annual General Meeting on 18 January, in relation to which Board of Directors passed certain implementing resolutions at its meeting on 24 January. Specifically, Annual General Meeting of Dada S.p.A. held on 18 January resolved: - in ordinary session pursuant to art. 114-bis, paragraph 1 of Legislative Decree no. 58 of 24 February 1998 on approval of a stock option plan for intended for employees of Dada Group, in particular for executives and/or managers and/or employees of Company and/or its subsidiaries, pursuant to art of Italian Civil Code ( scheme of which had been defined by Board of Directors, upon proposal of Compensation Committee, at its meeting on ), granting Board of Directors all necessary powers to implement aforementioned stock option plan (hereinafter also "Delegation"), to be exercised in accordance with indications held in explanatory report of Board of Directors; - in extraordinary session, to authorize Board of Directors, pursuant to art of Italian Civil Code, to increase, in one or more tranches, share capital to service such a share-based incentive plan (i.e. stock options) for a maximum par value of 161, to be implemented through issue of up to n. 950,000 Dada S.p.A. ordinary shares with a par value of 0.17 each, to be reserved for exercise of options to Dada Group employees, in particular to executives and/or managers and/or employees of Company and/or its subsidiaries, pursuant to art of Italian Civil Code, with exclusion of option rights, pursuant to art. 2441, paragraph 8 of Italian Civil Code. On 24 January, Board of Directors approved relating Regulation and certain grantings of, identifying relating Beneficiaries, and refore exercised delegation of powers to increase share capital to service granted up to maximum amount of shares provided for.

3 This information document - also drawn up, including with regard to paragraph numbering, in accordance with indications held in Schedule 7 of Annex 3A of Issuer Regulations, including where related to non-applicable information, in order to facilitate reading reof - integrates and updates, with regard to matters subject to Board decisions, taking into account abovementioned approval by shareholders of aforesaid incentive plan, information document previously drawn up on , pursuant to art. 84-bis, paragraph 1 of Issuer Regulations on basis of said Meeting, content of which appears herein for ease of reference, except for parts to integrate and/or update with regard to above. Please note that share-based incentive plan outlined in this document is considered of "particular importance" within meaning of art. 114-bis, paragraph 3, of Legislative Decree 58/1998 and of art. 84-bis, paragraph 2 of Issuer Regulations.Definitions For purposes of this briefing document, terms indicated below shall have meanings assigned m hereto: Shareholders' meeting indicates meeting of shareholders of company held on January, 18 th. Shares indicates ordinary shares in Company. Beneficiaries indicates parties to whom have been assigned. Board or Board of Directors indicates Company Board of Directors. Compensation Committee indicates Compensation Committee formed from Board pursuant to Corporate Governance Code for Listed Companies. Dada Group indicates overall company and its subsidiaries. indicates options pertaining to Incentive Plan, which shall give to respective Beneficiaries, right to subscribe to an equal number of shares, under established conditions Incentive Plan or Plan indicates stock option plan intended for executives and/or managers and/or employees of Company and/or of its subsidiaries approved by Shareholders' meeting and contents of which were set out by Board of Directors, as proposed by Compensation Committee, at its meeting on, 14 th, 2016

4 Market Regulations indicates regulation of markets organised and managed by Borsa Italiana S.p.A. Plan Regulations indicates Regulations of Plan, which are foreseen as being approved by Company Board of Directors when it exercises its Delegation of powers (as set out above). Issuer Regulations indicates Regulations adopted by CONSOB with Resolution of 14 May 1999, as amended. Scheme indicates Scheme 7 in Annex 3A of Issuer Regulations. Company or Dada S.p.A. indicates Dada S.p.A. Company, with registered offices in Florence, at Viale della Giovine Italia 17. Subsidiaries indicates each of Company's subsidiaries or jointly companies controlled by Company, wher Italian or foreign, pursuant to current civil legislation or Article 2359 of Civil Code. TUF indicates Legislative Decree No 58 of 24 February 1998, (consolidated law on financial intermediation). TUIR indicates Consolidated Law on Income Tax, approved with Presidential Decree No 917 of Beneficiaries 1.1 The names of beneficiaries who are members of Board of Directors or Management Committee of issuer of financial instruments, of companies controlling issuer, and of companies controlled, directly or indirectly, by issuer The plan was adopted for executives and/or managers and/or employees of Dada Group, identified by Board of Directors, upon proposal by Compensation Committee, in implementation of Plan and performance of powers delegated. Among Beneficiaries identified, members of Board of Directors of Company and of companies eir directly or indirectly controlled, executives and/or managers of Dada Group, identified by Board of Directors of Company in relation to ir own organizational role, are following : Claudio Corbetta

5 Lorenzo Lepri Federico Bronzi Lorenzo Marello Chirag Patel Stephen Ewart 1.2 The categories of employees or associate workers of issuer of financial instruments and of companies controlling or controlled by issuer The plan is intended for executives and/or managers and/or employees of Dada S.p.A. Company and/or of its Subsidiaries, to be identified by Board of Directors, upon proposal by Compensation Committee of Company. 1.3 The names of beneficiaries of Plan who belong to following groups: a) Parties who hold management positions indicated in Article 152- sexies, paragraph 1, letter c)-c.2 of Issuer Regulations in stock issuing company; b) Parties who hold management positions in a company, eir directly or indirectly controlled by, an issuer of stock; if book value of equity holdings in aforementioned subsidiary company represents more than fifty per cent of equity assets of stock issuer, as shown on last approved financial statements, as indicated in Article 152-sexies, paragraph 1, letter c)-c.3 of Issuer Regulations; c) Physical persons controlling issuer of shares, who are employees or who work as associate workers in issuer of shares. Among Beneficiaries, Lorenzo Lepri and Claudio Corbetta are General Manager of Issuer and belong to categories as set out in Article 152 sexies, paragraph 1, letter c. (c-1, c-2) of Issuer Regulations. 1.4 Description and number, by category of:

6 a) group of managers who have regular access to inside information and have authority to make management decisions that could weigh on development and future prospects of stock issuer, indicated in Article 152 sexies, paragraph 1, letter c)-c.2; b) group of managers who have regular access to inside information and have authority to make management decisions that could weigh on development and future prospects of a subsidiary, eir directly or indirectly, of a stock issuer, if book value, of equity holdings in aforementioned subsidiary company represents more than fifty per cent of equity assets of stock issuer, as shown on last approved financial statements, as indicated in Article 152-sexies, paragraph 1, letter c)-c.3; c) any or possible categories of employees or staff for which differentiated plan characteristics have been provided for (e.g. directors, managers, employees, etc.); d) event in which, as concerns stock options, re is provided for, concerning parties indicated in letters a) and b), a different exercise price among parties belonging to two categories, those parties in letters a) and/or b) shall be indicated separately, by name. 1.5 Description and number of Beneficiaries as set out in paragraph 1.3 The Beneficiaries who hold management positions, who have regular access to inside information and have authority to make management decisions that could weigh on development and future prospects of Company, pursuant to Article 152-sexies, paragraph 1, letters c)-c.1/c.2 of Issuer Regulations, are Lorenzo Lepri and Claudio Corbetta.There are no categories of employees or staff for which differentiated Plan characteristics have been provided. 2. Reasons for Adoption of Plan 2.1 Objectives to be achieved through assignment of Plan The Incentive Plan has as its main aim that of providing incentives for and creating loyalty among Beneficiaries, making m even more co-responsible and - at same time - participants in growth process of Dada Group considered in its entirety. Indeed, it is believed that an appropriate incentive plan structured on participation of Beneficiaries in Company's share capital, which is expected to take place over a rar long timeframe, remaining moreover subject to performance objectives pertaining to

7 achievement of operational results, may effectively contribute to improvement of efficiency of management and of business. This initiative is furrmore in line with similar policies already adopted in past for employees and top managers. The goal of Incentive Plan is that of involving Beneficiaries identified by Board, in future economic and strategic development of Company and Dada Group, enabling those same Beneficiaries to participate in fruits of that development. The Incentive Plan is specifically aimed, firstly, toward providing incentives for those Beneficiaries and, secondly, toward maintaining ir collaborative relationship with Company and Subsidiaries, furr developing a culture geared towards creation of value for shareholders, by linking a part of ir remuneration to performance of securities on market and hence with tangible creation of value for shareholders. In conclusion, Incentive Plan is aimed at protecting Company's competitiveness on jobs market. This is an appropriate Plan, due also to expiry of vesting period of previous stock option incentive plan, and to appropriateness to adopt at beginning of a new medium-long term incentive plan in order to assure highest level of attention to above mentioned goals and to be consistent with provisions of Corporate Governance Code for Listed Companies More detailed information for significant plans as set out in Article 84 bis, paragraph 2, of Issuer Regulations. As concerns Plan, and in line with previous incentive plans, purpose of se incentives was pursued mainly through placing of conditions on exercise of options by Beneficiaries, as better described in paragraph 2.2. below; whilst as concerns purpose of loyalty building, it is important to consider time gap between assignment date and that of first possible exercise of options. As for criteria used to set aforementioned time horizon, time horizon has been indirectly determined by performance target associated with Plan, specifically identified by Board of Directors and linked, as explained in par. 2.2 below, to achievement of performance targets (as explained in par. 2.2 below) of Dada Group, measured on three-year plan approved by Company.

8 It should also be noted that identification of condition for achievement of foreseen objective concerning operations over period, clearly responds to purpose of loyalty building of Beneficiaries over time and to furr align ir objectives with those of shareholders in creation of value for Company. The actual determination of number of assigned to each Beneficiary, undertaken by Company Board of Directors, in implementation of Plan and based on suggestions made by Group Compensation Committee, consider level of importance of post and organizational role within scope of Group, and hence of ability to effect performance objectives considered, applying refore differentiated proportional criteria between fixed compensation and number of assigned. 2.2 Key variables, also in form of performance indicators considered for implementation of plans based on financial instruments. The actual possibility of exercising under Plan is subject to meeting of a performance condition depending on achievement by Dada Group of a consolidated and cumulative revenue and EBITDA target for -2019, as set out by Board, based on three-year plan of Dada Group. Specifically, were Dada Group to achieve at least 85% of cumulative EBITDA target for -2019, and at least 90% of cumulative revenue target for -2019, as identified by Board for Dada Group based on three-year plan approved in its meeting on January, 24th, this would constitute a satisfaction of performance condition and full vesting of all ; conversely, were Dada Group not to achieve at least 85% of cumulative EBITDA target set out in three-year plan, or at least 90% of cumulative revenue target set out in three-year plan of Dada Group as determined by Board of Company in its meeting on January, 24th, this would constitute non-vesting of More detailed information for significant plans as set out in Article 84 bis, paragraph 2, of Issuer Regulations. More specifically, and with regard to performance target of Plan, Remuneration Committee and Board of Company have identified performance condition to exercising of in achievement by Dada Group of a cumulative revenue and EBITDA target for as determined by Board of Company in its

9 meeting on January, 24th,, based on three-year plan of Dada Group, deeming achievement of this target as one of most significant performance measures to gauge actual efficiency of work performed by Beneficiaries and value creation for Shareholders. The previous stock option plans approved earlier by Company were taken into account in drafting of proposal contained in this Report. Please see also par. 1.4 and Factors underlying determination of amount of compensation based upon financial instruments i.e., determination criteria The actual determination of number of assigned within scope of Plan being implemented, in exercise of powers delegated, has been guided by level of relevance of each beneficiary's organizational role in Group for Company and Subsidiaries, applying refore differentiated proportional criteria between fixed compensation and number of assigned More detailed information for significant plans as set out in Article 84 bis, paragraph 2, of Issuer Regulations. Specifically, as concerns Plan, Board, working on basis of assessments and proposals of Compensation Committee of Company, has considered level of relevance of each beneficiary's organizational role in Group and of particular importance of purpose of loyalty building, and this appears even more coherent with nature of proposed performance condition. Previous stock option plans already approved by Company were considered during development of proposal contained in this report. 2.4 The reasons underlying any decision to award remuneration plans based on financial instruments not issued by issuer of financial instruments, such as financial instruments issued by subsidiaries or controlling companies or by third party companies not part of issuing group; in event that aforementioned instruments are not traded on regulated markets, information on criteria used to determine value attributed to m The possibilities described in paragraph on Scheme are not applicable to Plan.

10 2.5 Assessments concerning significant tax and accounting implications affecting definition of plans From point of view of taxes, having considered provisions under Article 51 of Presidential Decree No 917 of (containing Consolidated Law on Income Tax), difference between value of Shares at time of subscription and exercise price of (see paragraph 4.19 below) shall be subject to taxation to be borne by Beneficiaries. Equally, that same difference shall be subject to charges as set out in current social security system. From an accounting standpoint, Company shall consider effects of Plan as concerns IFRS 2 Share-based Payment : cost of Plan shall be determined on basis of fair value of on date of ir assignment Support for plan from special fund for encouragement of employee participation in businesses, as set out in Article 4, paragraph 112, of Law No 350 of The plan receives no support from Special Fund for encouragement of employee participation in businesses, as set out in Article 4, paragraph 112, of Law No 350 of Approval procedure and instrument assignment schedule 3.1 Scope of authority and functions delegated to Board of Directors by Shareholders' meeting for purpose of implementation of plan The Company's ordinary shareholders' meeting, called to approve Plan as set out in this Scheme, has assigned Board of Directors all authority required to fully implement Plan, to be applied in compliance to what is set out herein. Notwithstanding this compliance, Board of Directors has in its meeting on January 24th, and shall refore provide for, in particular, by way of example but not limited to, precise identification of Plan Beneficiaries, ir assignment of, approval of appropriate Plan implementation regulations, as well as actual determination of Share subscription price to be issued for

11 use of. The Board shall also have authority, without restrictions, for example, to set out actual procedures, terms, conditions and precise time of assignment of, vesting and exercise period of, determination of amount of subscription rights to be assigned to different Beneficiaries, even in several tranches, outcome of subscription rights not yet exercised or not yet exercisable at time of any possible relevant termination of relationship between Beneficiaries and companies to which y respectively belong for any reason whatsoever (see also paragraph 4.8 below), lock up of some of shares, claw-back clauses and black out periods, so-called repricing or redetermination of objective making up performance condition of (notwithstanding nature of parameter provided for in paragraph 2.2 above), anticipation of choice of subscribing to in case significant events involve control of Company, adjustments and condition expiry clauses, changes in event of amendments to tax and social security legislation or in any event significantly relevant to implementation of Plan. As concerns Board of Directors' authority, see what is indicated reto in paragraphs below in this section and in Point Parties tasked with administration of plan and ir function and responsibilities Besides of functions described in paragraph 3.1 and, again, by virtue of powers delegated, Board of Directors is body tasked with administration of Plan and, in addition to being able to delegate one or more of its members, also jointly, with powers, tasks and responsibilities concerning only executive management activities and simple administration of Plan, it shall also, among or things, have: - duty, upon proposal or subject to a favourable opinion of Compensation Committee and with no delegation authority, to approve and change Plan Regulations, to set Option exercise periods and prices, to assign options to individual Beneficiaries, to identify any performance objectives to which exercise of options are subject, to determine lock-up of some of shares, claw-back clauses and black out periods, or to essentially re-establish prior situation if, due to changes that have occurred in tax and social security legislation or in any or applicable legislation, or in ir relevant interpretation and/or application, implementation of Plan were to create additional charges for social security contributions, taxes, or of any or nature for Company or for Beneficiaries;

12 - authority, upon proposal or subject to a favourable opinion of Compensation Committee and with no delegation authority, to stipulate with assignees of options appropriate agreements that provide for partial or total exercise of assigned and forfeited owing to relevant termination of relationship with company to which y belong. - duty, with no delegation authority and upon proposal or subject to a favourable opinion of Compensation Committee, to redetermine quantity and/or subscription price of shares with respect to its normal value and in such a manner as to ensure, in interest of Beneficiaries, a situation which is substantially fair as compared to situation existing at time of assignment of, as long as Company approves, on or before date of approval of consolidated financial statements for 2019, transactions on capital i.e., Company assets, all of which shall take into account commonly accepted rules of practice in financial markets; - duty, with no delegation authority and upon proposal or subject to a favourable opinion of Compensation Committee, and within scope of criteria set out by Shareholders' meeting, to update performance objective, to which Incentive Plan is subject, in order to ensure, in interest of Beneficiaries, a situation which is substantially fair as compared to situation existing at time of assignment of in event that re occur acquisitions and/or divestments of equity holdings and/or significant assets involving company or its subsidiaries. In addition, Plan Regulations provides for an acceleration clause for exercise of such that, in case of initiation of any procedures with exception of launch of a public tender offer for sale or exchange on share capital of Dada S.p.A. by a party or than Libero Acquisitions S.à r.l. or by a company controlling or controlled by latter or subject to common control (hereinafter, individually or jointly considered, Libero ) and/or by one or more parties, or than Libero and who are not participants in a significant shareholders agreement with Libero relevant to Article 122 of Legislative Decree 58/1998 in relation to Company (solely considered, hereinafter, Offeror ), and provided Libero or its controlling company does not in any manner take part in public tender and/or has not concluded any agreement concerning said public tender offer for sale or exchange with Offeror - which might trigger delisting of Company shares, or in case of loss and/or agreement that provides

13 for loss of control of Company by Libero in relation to a public tender offer for sale or exchange on Company's share capital launched by a third party, or in relation to loss in any or manner of control over Company by Libero, Beneficiaries shall have option to exercise at an earlier date with respect to ordinary exercise period and within term that shall be specified by Board. That term shall be at least twenty working days, it being understood that, subsequent to aforementioned acceleration of right to exercise, may also be exercised if y are not yet vested and/or exercisable and without application of prior verification of achievement of performance conditions notwithstanding that aforementioned acceleration shall not be effected and shall not be exercisable if significant event as regards acceleration were to occur after approval of 2019 Company financial statements and performance condition has not yet been met. As to above, notwithstanding that Board of Directors' decision shall not affect original objectives of Plan, with due regard for interests of Beneficiaries. Finally, Regulations, provide, with recognition of an acceleration clause, for possibility of exercising, even without application of prior verification of achievement of performance objective, provided significant event occurs prior to 16 September 2019, if a portion of share capital of a company in Dada Group is sold to third parties (or than Company), which is greater, overall, than 50% of share capital or of a company or a company branch where Beneficiary holds an organizational role by virtue of which that person was assigned. 3.3 Existing procedures for review of Plan also in relation to changes in basic objectives Refer to paragraph 3.2 above. 3.4 Description of procedures through which availability and assignment of financial instruments on which Plan is based may be determined The incorporate right to subscribe to an equal number of newly issued shares within scope of a divisible share capital increase without option rights (Article 2441, paragraph 8 of Civil Code), which provides that Board of Directors of Company has resolved said

14 increase in terms described in paragraph 4.2 below pursuant to Article 2443 of Civil Code. 3.5 Role undertaken by each director in determination of characteristics of Plan; conflicts of interest. The Compensation Committee of Company, comprised mostly of independent directors, pursuant to Corporate Governance Code for Listed Companies and in which no directors who may be assigned may sit, has formulated its own proposal to submit to Board of Directors of Company, containing among or things determination of Beneficiaries of and proposed amounts of financial instruments to be assigned to each of Beneficiaries. The proposal approved by Compensation Committee has been comprehensively reviewed and approved by Board of Directors on its meeting on January, 24th,. 3.6 In compliance with Article 84-bis, paragraph 1, date of decision taken by competent body to propose approval of Plan to Shareholders' meeting and of subsequent proposal to Compensation Committee The Board of Directors resolved to propose approval of Plan to Shareholders' meeting at its meeting on , following assessment and proposal by Compensation Committee, which met on In compliance with Article 84-bis, paragraph 5, letter a), date of decision taken by competent body on assignment of instruments and of subsequent proposal to aforementioned body set out by Compensation Committee The Board of Directors resolved to implement Plan at its meeting on 24 January, following proposal by Compensation Committee, which met on 20 January.

15 3.8 Market price, registered on dates indicated in paragraph 3.7, for financial instruments on which Plan is based, if negotiated in regulated markets On January 20 th and January 24 th official price for Dada S.p.A. shares came respectively to 2,750 and 2,713 per share. 3.9 In case of plans based on financial instruments traded on regulated markets, in what terms and according to which procedures issuer shall take account, within scope of setting of schedule for assignment of instruments in implementation of plans, of possible time coincidence between: i) said assignment or any subsequent decisions taken in regard by Compensation Committee, and ii) publication of any information relevant to Article 114, paragraph 1 As concerns Plan, it is believed that procedures for setting subscription price, set out, in compliance with applicable tax law, based on average market prices recorded during a significant period of time (see point 4.19 below), is such as to avoid that price be significantly influenced by publication of any information relevant to Article 114, paragraph 1 of TUF. 4. Features of Assigned Instruments 4.1 Description of forms in which compensation plan based on financial instruments is structured The Plan in question is based on assignment of option rights that enable subsequent purchase of financial instruments (stock options) with rule regarding ir physical delivery. 4.2 Details of Plan's actual implementation period also concerning possible different expected cycles The Incentive Plan provides that - once achievement of performance objective has been verified as set out in paragraph may be regularly exercised in set exercise periods pursuant to Regulations, in any event subsequent to approval of

16 Shareholders' meeting of Company's financial statements as at and not after term indicated in paragraph Time limit of Plan The time limit of Plan is set for After that date, any not yet exercised shall no longer be exercised. 4.4 Maximum number of financial instruments, even as options, assigned in each fiscal year for persons individually named or categories specified. As a consequence of Board of Director s decisions on January 24 th,, beneficiaries namely indicated in par. 1.1 received following number of options : Claudio Corbetta: options Lorenzo Lepri : options Federico Bronzi: options Lorenzo Marello: options Chirag Patel : options Stephen Ewart : options On January 24th Board of Directors of Company assigned furr options to or 7 executives and/or managers of Company and/or its subsidiaries. 4.5 Plan implementation procedures and clauses (with specification if actual assignment of instruments depends upon meeting certain conditions or achievement of specific results including performance and a description of those conditions and results) See paragraph 2.2. The condition rein provided for may not be applicable, and shall refore be exercisable regardless of this fact in case of particular events involving

17 relations between relevant Company and Beneficiary, as set out by Board of Directors in Plan Regulations. 4.6 Details of any restrictions on availability of instruments or instruments deriving from exercise of options, with particular reference to periods within which subsequent transfer to company or to third parties is permitted or prohibited The options, and all rights associated with said option rights, are strictly personal, nominative, non-transferable and non-negotiable (without prejudice to ir being transferable mortis causa, though within limits provided for by Regulations) and hence non leviable and unusable in connection with debts contracted or contracts entered into by any of employees with Company and subsidiaries or third parties. With regard to Incentive Plan, some restrictions will be provided for on availability of Shares subscribed after exercise of. Part of Shares subscribed by assignees may not be transferred until 24th month from date of subscription, except in cases set out in Plan Regulations; specifically, two BoD executives as determined by Board upon proposal of Compensation Committee in order to be consistent with provisions of Corporate Governance Code for Listed Companies, shall hold ownership of a number of Shares with a market value, determined in accordance with official price, equal to 20% of net earnings (thus taking into account exercise price, tax, contributions and any or costs incurred by assignee) actually gained by assignee through transfer of Shares subscribed and/or purchased in exercise of, as more specifically stated in Regulations of Plan. For purposes of this Plan, term "transfer" shall be understood as including any act, or performance of any act, on a voluntary basis, wher for consideration or not, effected in any manner, and/or any fact, explicitly including contribution, under which resulting transfer is directly or indirectly executed (including on a temporary and/or trustee basis), or a commitment to transfer, or establishment of ownership rights and/or of interests, including security interests on all or part of Shares. In observance of this lock-up period, Company shares that do not arise from Plan, though kept for such purpose under ownership of assignee, may also apply. 4.7 Description of termination conditions regarding assignment of plans if beneficiaries conduct hedging transactions that neutralise any restrictions on sale of financial

18 instruments granted, including those in form of options, or financial instruments resulting from exercise of those options. These possibilities are not applicable to Plan. 4.8 Description of effects of termination of employment During life of plan, in event of loss of, or change in organizational position, role, task or function, under which options were granted, of any of beneficiaries in dada group (beyond beneficiary s control), also due to organizational changes, including liquidation, merger, demerger or or restructuring, or to movement of any of beneficiaries (including termination of an employment relationship with one of dada group companies and establishment of a new relationship with anor dada group company), beneficiary shall retain right to exercise granted options, in accordance with terms and conditions of regulations. Without prejudice to provisions of paragraph above, and time limit for implementation of plan referred to in paragraph 4.3, and unless orwise decided in a more favourable way by board of directors for oe or more of beneficiaries (without power to delegate and on a proposal or prior approval by committee if established), in event of termination of employment relationship of a beneficiary with employing company, and on basis of which beneficiary was identified and included in this plan: a) for resignation owing to onset of permanent disability: (i) if received prior to date of approval of 2019 financial statements, all granted options shall become exercisable, as of third working day following notification of resignation and for a calendar year (365 days) from that date, in same annual periods corresponding to exercise periods, in such case, performance target shall cease and no longer apply, and (ii) if received on, or subsequent to date of approval of 2019 financial statements, granted options may still be exercised in accordance with same terms, conditions and procedures that would have been applicable to beneficiary under plan and se regulations, without such resignation (and, refore, applying achievement condition of performance target);b) for death: (i) if occurred prior to date of approval of 2019 financial statements, all options already granted, even if not yet vested, shall become exercisable by heirs of beneficiary, from third working day following death, and for a calendar year (365 days) from that date, in same annual

19 periods corresponding to exercise periods, in such case, performance target shall cease and no longer apply and, (ii) if occurred on, or subsequent to date of approval of 2019 financial statements, granted options may still be exercised by heirs of beneficiary in accordance with same terms, conditions and procedures that would have been applicable to beneficiary under plan without such death (and, refore, applying achievement condition of performance target); c) for retirement, and provided beneficiary applies for retirement having legal requirements, within 30 days from receipt of resignation by employing company, only all options already vested at resignation date shall still be exercisable by beneficiary from date of notification to employing company of transmission of application, in accordance with same terms, conditions and procedures that would have been applicable to beneficiary under plan without such resignation; d) for resignation for just cause or for dismissal not for just cause: (i) if event occurs before date of approval of 2019 financial statements, all options granted at time of termination shall be exercisable as of third working day following event, in same annual periods corresponding to exercise periods until last exercise period; in such case, performance target shall cease and no longer apply, and (ii) if event occurs on, or subsequent to date of approval of 2019 financial statements, granted options may still be exercised in accordance with same terms, conditions and procedures that would have been applicable to beneficiary under plan without such events (and, refore, applying achievement condition of performance target), specifying that, in event of resignation, date of occurrence is to be understood as date of receipt of resignation by employing company; e) for dismissal for just cause or justified subjective reason by employing company of beneficiary, all options granted and not yet exercised, including those already vested, shall immediately expire, with resulting forfeiture by beneficiary of all exercise rights; f) for voluntary resignation, in cases or than those provided for in letters a) and d) above, if such resignation is received by employing company: (i) on or before date of approval of 2019 financial statements, in which case all options granted and not yet exercised, including those already vested, shall immediately expire, with resulting forfeiture by beneficiary of all exercise rights, or (ii) subsequent to date of approval of 2019 financial statements, in such case, all granted and vested options may still be exercised by beneficiary, but only and under penalty of forfeiture, in first

20 exercise period immediately following date of receipt of resignation by employing company. The board of directors, without power to delegate and on a proposal or prior approval by committee, if established, and without prejudice, however, to time limit for implementation of plan referred to in paragraph 4.2, may conclude, with grantees of options, specific agreements that provide for partial or total exercise of granted options, vested for exercise or less, including in cases referred to in paragraphs above and notwithstanding rules set forth rein. 4.9 Details of or possible causes for cancellation of Plan No general causes for cancellation of Plan are provided for Reasons for provision of any redemption by company of financial instruments under Plan, pursuant to Article 2357 et seq. of Civil Code. The possibilities described are not applicable to Plan. With aim to be consistent with provisions of Corporate Governance Code for Listed Companies Regulations of Plan will contain clawback provisions, under which, if within 5 years from vesting date of were finally ascertained that level of achievement of performance target that resulted in vesting of was determined on manifestly erroneous or distorted data, and that differences between data adopted and amended data were likely to have caused, if known in time, nonvesting of, Board shall be entitled to request to two BoD executives, determined in order to be consistent with Corporate Governance Code for Listed Companies, to return an amount equal to official price of Share at vesting date, minus exercise price and related expenses, or an amount equal to earnings that assignees would not have oretically gained if amended data had been known in time Loans or facilities due to be granted for purchase of shares pursuant to Article 2358, paragraph 3, of Civil Code The possibilities described are not applicable to Plan.

21 4.12 Details of valuations of expected liability for company as at assignment date, as determinable on basis of terms and conditions already defined, by overall amount and for each instrument of Plan The foreseen cost related to Plan is based on fair value of options pursuant to IFRS 2 accounting principle, and can be determined in approximately euros for each option. Considering number of options currently assigned, overall cost for execution of Plan is expected, as of today, in approximately euros. This cost will be spread in period from assignment to vesting of options. The overall liability connected to Plan shall be calculated based on fair value of as at ir respective assignment date. This liability shall be posted, on an accrual basis, over period, during which exercise of will not be possible ( vesting period). In addition, aside of Plan s administrative and management costs, not yet precisely quantified and which are to be considered in any event insignificant, Company and its subsidiaries to which Incentive Plan Beneficiaries belong, within limits of ir responsibility, shall also bear, even though to a limited degree pursuant to current applicable law and however not precisely quantifiable on this Report's publication date, social security and national insurance withholding arising from exercise of Details of dilution effects on share capital resulting from compensation plans The dilution effect of increase in share capital servicing assignment of provided for by Plan, which Board of Directors has resolved subsequent to release of Delegation of powers pursuant to Article 2443 of Civil Code, shall cause Company stock, in event that all of are exercised, to increase from Shares existing on date of this document, equal to 16,680,069 shares, to a maximum of ,069 shares Limits established for exercise of voting rights and for assignment of ownership rights No limits have been established for exercise of voting rights and for assignment of ownership rights.

22 4.15 Information to be provided in event that shares are not traded on regulated markets The possibilities described are not applicable to Plan Number of financial instruments underlying each Option Each Option assigns right to subscribe one Share Expiration of For this paragraph, see paragraph Exercise procedures (American/European), timeframe (e.g. exercise periods) and exercise clauses (e.g. knock-in and knock-out clauses) For this paragraph, see paragraph 4.2. Vested, with exception set out in Plan Regulations, may not be exercised in Black Out periods, namely, in 30 calendar days prior to approval by Board of Directors of Company of draft annual financial statements and half-year financial report of Company, as well as in 30 calendar days prior to approval by Board of Directors of explanatory report on results of first and third quarters of year The exercise price of option or methods and criteria for its determination, particularly with reference to: a) formula for calculation of exercise price in relation to a particular market price and

23 b) methods for determination of market price used as a benchmark for determination of exercise price It is provided for that issue price of new Shares, arising from subscription of option rights, shall be equal to average official prices of Dada S.p.A. ordinary shares recorded in period between Option assignment date and same day of previous sixth calendar month, it being understood that during such period, arithmetical calculation shall take into account only trading days on market of DADA ordinary shares; this issue price cannot in any event be less than par value of shares already issued. A six-month time frame from month of previous plan strips subscription price of discontinuities and anomalies on share price, which may materialize in a shorter time frame, taking also into account change of control of Company, which led to a Public Tender Offer on entire share capital, greatly reducing free float. The aforementioned exercise price setting criteria for shall be applicable for all. Neverless, may be assigned at different times. Therefore, real exercise price of may be different depending on different assignment dates. It is opinion of Board of Directors that reference to average value expressed by stock market in month previous to assignment date, which is an expression of value of company on basis of capitalisation of shares traded on that market, represents a suitable criteria for setting issue price. On its meeting of January, 24th,, pursuant to Shareholders meeting decision regarding to price setting criteria, Board of Directors of Company has determined in euros 2,248 price of each option In event that exercise price is not equal to market price determined as indicated in point 4.19.b) (fair market value), justification for this difference. The possibilities described are not applicable Criteria for providing for different exercise prices for different beneficiaries or different categories of beneficiary.

24 Different prices for different categories of beneficiary are not provided for If financial instruments underlying options are not tradable in regulated markets, indication of value attributable to underlying financial instruments or criteria for determination of ir value. The possibilities described are not applicable Criteria for adjustments necessary due to extraordinary transactions on share capital and or transactions involving variation of number of underlying instruments. See paragraph 3.2 above Table required by Scheme For sake of full information on stock option plans already resolved by Company, below is a summary table, updated at date of this report, which provides an overview of implementation status of existing plans. Stock option Implementation status of existing plans Name and Office Date of Plan s Assigned Date of Price of Market Period of last name resolution of description assigned assignment price at exercise at Exercise date Shareholder s end of of Meeting assigment previous fiscal year Claudio Managing 28th April Bod 4th 3,596 Bod 4th Approval by Corbetta Director with August August and liquidation Shareholders General manager Dada Cpr 30 th 3,284 Cpr 30th July meeting of Dada S.p.A.of balance sheet 31 st

25 S.p.A. 3, Lorenzo Director, 28th April Bod 4th 3,596 Bod 4th Approval by Lepri CFO and with August August General liquidation Shareholders Manager Dada S.p.A. Cpr 30th 3,284 Cpr 30th July 3,256 meeting of Dada S.p.A.of balance sheet 31 st Chirag Director 28th April Bod 4th 3,596 Bod 4th Approval by Patel Namesco with August August Ltd liquidation Shareholders Cpr 30 th 3,284 Cpr 30th July 3,256 meeting of Dada S.p.A.of balance sheet 31 st Stephen Director 28th April Bod 4th 3,596 Bod 4th Approval by Ewart Namesco with August August Ltd liquidation Shareholders Cpr 30 th 3,284 Cpr 30th July 3,256 meeting of Dada S.p.A.of balance sheet 31 st Federico Director 28th April Bod 4th 3,596 Bod 4th Approval by Bronzi Register.it with August August liquidation Shareholders Cpr 30 th 3,284 Cpr 30th July meeting of Dada S.p.A.of balance

26 3,256 sheet 31 st Managers n/a 28th April Bod 4th 3,596 Bod 4th Approval by and with August August supervisors liquidation Shareholders of Dada Group Cpr 30th 3,284 Cpr 30th July 3,256 meeting of Dada S.p.A.of balance sheet 31 st In relation to this Plan, below is a summary table, as defined by resolution of Board of Director at its meeting on January, 24 th, in relation to proxy conferred by Shareholders Meeting of next January, 18th. Stock option resolution of BOD of Dada S.p.A. at its meeting on January, 24 th of new assignment of on bases of Shareholder s Meeting of January, 18th Name and last Office Date of Plan s Date of Price of Market Exercise name resolution of description number Assignment exercise price at period date Shareholder s of Meeting assigment Claudio Managing January, with Bod 24th 2,248 January Approval by Corbetta Director 18th, liquidation January 24th, and Shareholders General manager Dada S.p.A. Cpr 20 th January 2,713 January, 20 th, 2,750 meeting of Dada S.p.A.of balance sheet 31 st

27 2023 Lorenzo Lepri Director, January, with Bod 24th 2,248 January Approval by CFO and 18th, liquidation January 24th, General Shareholders Manager Dada S.p.A. Cpr 20th January 2,713 January, 20 th, 2,750 meeting of Dada S.p.A.of balance sheet 31 st Chirag Patel Director January, with Bod 24th 2,248 January Approval by Namesco 18th, liquidation January 24th, Ltd Shareholders Cpr 20th January 2,713 January, 20 th, 2,750 meeting of Dada S.p.A.of balance sheet 31 st Stephen Ewart Director January, with Bod 24th 2,248 January Approval by Namesco 18th, liquidation January 24th, Ltd Shareholders Cpr 20th January 2,713 January, 20 th, 2,750 meeting of Dada S.p.A.of balance sheet 31 st Federico Director January, with Bod 24th 2,248 January Approval by Bronzi Register.it 18th, liquidation January 24th, Spa Shareholders Cpr 20th January 2,713 January, 20 th, meeting of Dada S.p.A.of

28 2,750 balance sheet 31 st Lorenzo Director January, with ,248 January Approval by Marello Sfera Srl 18th, liquidation 24th, Shareholders 2,713 meeting of January, Dada 20 th, S.p.A.of 2,750 balance sheet 31 st Managers and n/a January, with ,248 January Approval by supervisors of 18th, liquidation 24th, Dada Shareholders Group 2,713 meeting of January, Dada 20 th, S.p.A.of 2,750 balance sheet 31 st * * * * * Florence, January 24th For Board of Directors Chairman Karim Beshara