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Elica

AGM Information Sep 19, 2024

4217_rns_2024-09-19_24d76aa2-3dac-4038-965d-98101f5abe14.pdf

AGM Information

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IR Elica S.p.A.:

Francesca Cocco Lerxi ConsulEng – Investor RelaEons Tel: +39 (0)732 610 4205 E-mail: [email protected]

Elica S.p.A.:

Michela Popazzi Corporate & Internal CommunicaEon Specialist Mob: +39 345 6130420 E-mail: [email protected]

Press Office: Havas PR

ValenEna Burlando M +39 335.6182360 [email protected] Giulia Bertelli M +39 340.1453906 [email protected]

EXTRAORDINARY SHAREHOLDERS' MEETING OF ELICA S.p.A.

Fabriano, September 19, 2024 – The Shareholders' Mee/ng of Elica S.p.A., mee/ng today in extraordinary session, has considered an amendment to the By-Laws and, in par/cular, the following item on the Agenda:

  1. amendment to Ar/cle 8 of the By-Laws due to the introduc/on of ordinary mul/-vote shares and strengthened mul/-vote shares:

  2. 1.1 introduc/on of Ar/cle 8.5.1 and consequent amendment of ar/cle 8.1, in addi/on to the introduc/on of Ar/cles 8.5 (excluding Ar/cle 8.5.2) to 8.14 (ordinary mul/-vote shares);

  3. 1.2 introduc/on of Ar/cle 8.5.2 (strengthened mul/-vote shares).

The extraordinary shareholders' mee/ng approved the amendments to the By-Laws regarding mainly the following maNers:

  • 1) the alloca/on of two votes to each share held by the vote-holder for a con/nuous period of twenty-four months from the date of their inclusion on the special list;
  • 2) the alloca/on of one addi/onal vote at the end of the twelve month period following the expiry of the twenty-four month period referred to in the point above, to each share held by the same person on the special list, up to a maximum total of three votes per share (including the increase referred to in the point above).

The reasons that have led the Company to submit these changes to the Shareholders' Mee/ng are mainly: - the desire to reward the long-term commitment of its shareholders;

  • the need to adopt a capital structure which enables the Company to both (a) maintain and strengthen the shareholder base, which is considered important in pursuing long-term growth strategies, and (b) pursue opportuni/es for growth along external lines through the placement of a larger por/on of the share capital among the public, but also through acquisi/ons or joint ventures, for example, to be completed also through share swaps;
  • the desire to keep the registered, fiscal and lis/ng office in Italy.

The amendment will be effec/ve as of the date that the Extraordinary Shareholders' Mee/ng resolu/on is registered with the competent Companies Registra/on Office; the registra/on of the deed shall be published in accordance with law and the applicable regula/ons.

The efficacy of the resolu/on regarding the By-Law amendment as per point 1.2 of the agenda, concerning the addi/onal vo/ng rights allocated is subject to the non-occurrence of any of the following condi/ons ("Termina/on Condi/ons"):

Elica S.p.A. Via Ermanno Casoli, 2 60044 Fabriano (AN) - Italy

Tel. +39 0732 6101 Fax +39 0732 610249 CerEfied e-mail [email protected] SDI Code - Y1NM1XC

COMPANIES REGISTER NO. AND TAX CODE AN 00096570429 SHARE CAPITAL EURO 12,644,560 FULLY PAID-IN

AN ISO 9001 ISO 14001 ISO 45001 CERTIFIED COMPANY elica.com

  • a) the total amount in cash to be paid by Elica to the Shareholders with the right of withdrawal (the "Withdrawal Value"), exceeds Euro 10,000,000 (ten million);
  • b) the number of shares for which withdrawal has been exercised exceeds 5,000,000 (five million); and/or
  • c) the number of shares for which the withdrawal right has been exercised exceeds the difference between (x) the value of the Elica share for the purposes of the liquida/on of the withdrawal (i.e. the Liquida/on Value of Euro 1.9094 for each Elica share) and (y) the closing price of the Elica share on the last day of the offer period for the shares of the Shareholders with withdrawal rights is lower than the Liquida/on Value and this difference mul/plied by the number of Elica shares subject to withdrawal unopted, exceeds in total the amount of Euro 1,000,000 (one million).

it being understood, in any case that such Termina/on Condi/ons are in the interest of the Company, with all the broader powers of the Board of Directors to waive all or some of them even if they are fulfilled. Therefore:

  • − in the event that all of the above-stated Termina/on Condi/ons do not occur, the resolu/on on the By-Law amendment referred to in Agenda Item 1.2 shall be defini/vely effec/ve, the declara/ons of withdrawal shall be effec/ve, and the shares subject to withdrawal shall be liquidated in accordance with the provisions of the applicable regula/ons;
  • − in the event that, on the other hand, one or more of the above condi/ons is fulfilled and the Board of Directors does not revoke them, the resolu/on on the amendment to the By-Laws under agenda item 1.2 will be ineffec/ve. As a result, declara/ons of withdrawal will also cease to be effec/ve, with the clarifica/on that neither the acceptances collected as part of the offer and placement nor the purchase by the Company will be followed up, and the shares held by those persons who had exercised the withdrawal will con/nue to be held by the respec/ve shareholders.

Pursuant to Ar/cle 2437 and subsequent of the Civil Code, and in accordance with the provisions of paragraph 8 of Ar/cle 127-quinquies of the CFA, absent shareholders, abstaining shareholders and shareholders vo/ng against the proposal to amend the By-Laws concerning the introduc/on of strengthened mul/-vote shares as per item 1.2 of the Extraordinary Shareholders' Mee/ng Agenda ("Shareholders with withdrawal rights") have the op/on to exercise their right of withdrawal in rela/on to all or some of the shares held.

The By-Laws, with indica/on of the amendments and the minutes of the Shareholders' Mee/ng, shall be made available to the public at the registered office, in addi/on to the authorised storage mechanism at , and shall be available on the company website hNps://corporate.elica.com/it/governance/assemblea-degli-azionis/according to the legally-established /mes and means, while the addi/onal informa/on on the exercise of the right to withdrawal shall be provided in accordance with the applicable legisla/ve and regulatory provisions.

***

Elica is an Italian company that sits at the forefront of the design and produc7on of home appliances for cooking. It boasts over 50 years of history and global leadership in kitchen extractor systems. It is the European benchmark in electric motors for home appliances and boilers. It employs around 2,600 staff between its headquarters in Fabriano and seven facili7es in Italy, Poland, Mexico and China. These are the figures that tell the story of Elica, which is constantly guided by Chairperson Francesco Casoli. The company's results are inspired by values that have always guided every one of its projects, products, and ac7vi7es: design that combines aesthe7cs and performance for an extraordinary cooking experience, art as a model for crea7ve processes and working methods, and innova7on for technology that brings out the very best in product func7onality.

Elica S.p.A. Via Ermanno Casoli, 2 60044 Fabriano (AN) - Italy

Tel. +39 0732 6101 Fax +39 0732 610249 CerEfied e-mail [email protected] SDI Code - Y1NM1XC

COMPANIES REGISTER NO. AND TAX CODE AN 00096570429 SHARE CAPITAL EURO 12,644,560 FULLY PAID-IN

AN ISO 9001 ISO 14001 ISO 45001 CERTIFIED COMPANY elica.com

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