25/12.a) Date of Incorporation 20th of January 2011 25/12.a) Place of Incorporation Milan 25/12.a) Notary s Name Enrico Lainati 25/12.a) Notary s Address Milan, via Cusani 1 25/12.b) Headquarters Address Milan, Corso di Porta Romana 68 25/12.b) Secondary Offices - - - 25/12.c) Company Purpose The company purpose includes the following activities: - the development, the planning, the commercialisation and provision of software related services, that through the use of algorithms able to optimize assigned goods based on the knowledge of the user profile and/or his geographical location, allow web and mobile application developers to earn (according to the generated traffic) in an innovative way thanks to technics characterised by the product placement of sponsored virtual goods and the use of coupons that are distributed as rewards to the users; - the development of internet communities and social network with the intention to allow users to interact on proprietary platforms, with rewards and with their favourite apps; - the creation services provision to advertisers, through proprietary platforms, of promotional campaigns for the sale of their own products with new innovative forms of not invasive advertisement that are integrated in the user experience of web and/or mobile of each application; the planning, the development, the commercialisation and the provision of hardware, software and services of virtual coins addressed to web and mobile application developers, to website managers and advertisers who are interested in promoting their own products. The virtual coin services that can be developed include platforms able to convert from virtual coin to real products through the development of agreements with advertisers and/or finance corporations as credit card companies and financial institutions; software and couponing services and mobile couponing able to produce coupons that can be analysed by bar coding technologies or mobile close distance interaction technologies;
software and electronic payment services also through mobile technology; - the consulting activity relative to technology in the online advertising field; software and digital marketing a internet management services; software and services that include text analysis of electronic documents on the internet and the analysis of data relative to user activity on web and mobile applications and more in general on websites; software and services that can be provided through web and mobile applications and websites; software and internet content research services; - the planning and the development of web and mobile applications, websites with proprietary contents; - brokering activity aimed at the collection of internet advertising; The company is able to engage in investment or property transactions and financial operations that are necessary and connected with the company purpose in both Italy and abroad. The company is able to provide profit- sharing, or acquire shares and stocks in companies and corporations within the same or similar company purpose (not as prevalent activity). 25/12.d) Description of the Business Activity The company develops a cross- brand loyalty program that proposes a complete set of instruments of gamification and engagement to firms and apps of every kind. Beintoo provides real value to the user to reward his participation, and it does this through the distribution of a virtual coin called Bedollar that is used to obtain exclusive rewards and offers in the real world. Thus, the aim is to obtain a new economic system where the users receive real value from their everyday activity and their interaction
with brands. The company activity is carried out in Beintoo Headquarters in Milan and through its subsidiary Beintoo Inc. located in New York (US). The company owns a client portfolio with over 400 million users all over the world. The research and development is characterised by the following activities: - creation and maintenance of a server- side platform and different user interfaces, as for example: mobile applications, websites and codes necessary to use our services (desktop and mobile SDK); - development of a platform that provides advertising services; - analysis and implementation of algorithms for the optimization, and profiling in order to provide high value loyalty programs. In terms of value, the expenses related to the research and development activities have been equal to 239 000 Euros in 2011, and equal to 704 200 euros in 2012. 25/12.e) List of Partners 1. Tomarchio Antonio, n. 31.544 class A shares equal to 2. Privitera Filippo, n. 17.201 class A shares equal to 3. Ferrara Walter, n. 3.525 class A shares equal to 4. Atom Investments srls, n. 10.849 class A shares equal to 5. Nespoli William, n. 2.474 class A shares equal to 6. D Antonio Vincenzo, n. 10.421 class B shares equal to 7. D Antonio Giuseppe, n. 3.367 class B shares equal to 8. D Antonio Marco, n. 3.342 class B shares equal to 9. Lunardi Stefano, n. 2.987 class B shares equal to 10. Burnett Michael, n. 2.422 class B shares equal to 11. Zauli Silvia, n. 6.016 class B shares equal to the unitary face value of 1,00 Euro; 12. Innogest SGR S.p.A. in the name and on behalf of Fondo Innogest Capital, n. 42.323 class C- 1 shares equal to the unitary face value of 1,00. 13. TLcom II Holding S.à.r.l., n. 44.839 class C- 2
25/12.f) 25/12.g) 25/12.g) List of subsidiary companies Partners Level of Education Associates Level of Education shares equal to the unitary face value of 1,00 Euro; 14. Halfbrick International Holdings PTY Ltd, n. 23.874 class D shares equal to the unitary face value of 1,00 Euro. Beintoo Inc., US company founded on the 21 st of November 2011, located in 1441 Broadway, New York (USA), corporation stock Usd 1,00. 1. Antonio Tomarchio, Master s Degree in Mathematical Engineering, professional experience: Dada (Head of product), Beintoo (Ceo); 2. Filippo Privitera, Master s Degree Electronic Engineering, professional experience: Dada (Head of R&D), Beintoo (CTO); 3. Walter Ferrara, Master s Degree in Computer Science, professional experience: Dada(Developer), Beintoo (Director of Platform); 4. William Nespoli, Master s Degree in Computer Science Engineering, professional experience: Dada(Developer), Beintoo(Project Manager); 5. Vincenzo D Antonio, high school degree, professional experience: Ceo of a quoted electronic company; 6. Giuseppe D Antonio, Master s Degree in Engineering at Purdue University (USA), MBA INSEAD, professional experience: Ceo, internet entrepreneur, tech passionate, investor/advisor; 7. Marco D Antonio, Master s Degree in Economics, professional experience in communication, design and advertising; 8. Stefano Lunardi, Master s Degree in Economics, professional experience as accountant and consultant, business administrator, president In different companies; 9. Michael Burnett, MBA in Finance and Corporate Strategy at London University, Bcs in Business Administration at University of South California, professional experience as responsible for investments in digital media and technology; 10. Zauli Silvia, Master s Degree in Pharmacy, professional experience in the medicine field. Simone Fiore, Master s Degree in Computer Davide Cazzaniga, Master s Degree in Mathematics. Eleonora Dani, Master s Degree in Communication Design. Rossella Dacomo, Master s Degree in Architecture.
Giuseppe Piazzese, Master s Degree in Computer Science Engineering. Laura D Alessio, Master s Degree in Communication Design. Zsuzsa Vadasz, Master s Degree in Marketing management. Nikolova Boyana, Master s Degree in Marketing Management. Antonio Gifuni, High School degree in Electronics and Telecommunications. Mariya Katernyak, Master s Degree in Economics of Media. Giacomo Baioni, Master s Degree in Social Sciences. Martina Berti, High School Diploma in Firm Consultant. Ciara Brady, Master s Degree in Languages. Francesco Guglielmino, Master s Degree in Management Engineering. Hu Bixiao, Master s Degree in Civil Engineering. Parastaev Aleksandr, Master s Degree in Management Engineering. Boncoddo Gian Mario, Master s Degree in Economics. Ghisolfi Paolo, Master s Degree in Management Engineering. Casotto Thomas, Master s Degree in PR and Advertising. Guarino Lucia, Master s Degree in Languages for Communications. Toietta Lucia, Master s Degree in Literature Ulisse Andrea, Master s Degree in Computer Varalda Astrid, Master s Degree in Law. Edoardo Esposito, Master s Degree in Computer Iliev Stanislav Ivanov, Master s Degree in Economics and Management of Innovation and Technology. Rusconi Andrea, Master s Degree in Computer Marcon Lorenzo, Master s Degree in IT. Walter Ferrara, Master s Degree in Computer Nespoli William, Master s Degree in Computer Dario Caiazzo, Master s Degree in Communication and Mass Media. Enrico Rinero, Master s Degree in Management and E- Business Technology.
Fabio Cacciatore, Master s Degree in Advertising Techniques. 25/12.h) Relations with Incubators - - - 25/12.h) Relations with Investors Innogest SGR S.p.A., Italian company, founded in 21.1.2005, located in Turin, Corso Gallileo Ferraris 64, tax code and registration number (Registro Delle Imprese di Torino) 09050910018, corporate stock of Euro 1.100.000,00. TLcom II Holding S.à.r.l., Company from Luxemburg 20.11.2008, located in Luxemburg, 40 Avenue Monterey, registered in the Registre de Commerce et des Sociétés with the following registration number: B143485. Halfbrick International Holdings PTY Ltd, Australian Company, founded in 2012 and located in Australia, ACN 160 281 621 leval 1, 190 Kelvin Grove Road, Kelvin Grove, Queensland, registered with the Australian Business Number 160 281 621. 25/12.h) Relations with Universities 25/12.i) Last Balance Sheet See Attachment. approved 25/12.l) Property Rights