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Elica

AGM Information Oct 7, 2024

4217_rns_2024-10-07_42e198be-61f6-42df-8adc-a8900bd149c9.pdf

AGM Information

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IR Elica S.p.A.:

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

Elica S.p.A.:

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

Press Office: Havas PR

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

Filing at the Marche Companies Register of the Minutes of the Extraordinary Shareholders' Mee<ng of ELICA S.p.A., which, with the amendment of Ar<cle 8 of the By-Laws, approves the introduc<on of Ar<cle 8.5.2 (strengthened mul<-vote shares) to the By-Laws and permits the withdrawal of Elica S.p.A. shareholders.

SHAREHOLDER NOTICE Informa<on regarding exercise of the Right of Withdrawal

Fabriano, October 7, 2024 - Elica S.p.A. ("Elica" or the "Company"), a company listed on the Euronext STAR Milan market, announces that the minutes of the Extraordinary Shareholders' MeeCng of Elica, held on September 19, 2024, were today filed at the Marche Companies Register (the "Shareholders' Mee<ng"). The Shareholders' MeeCng approved the introducCon of ArCcle 8.5.2 to the By-Laws concerning the granCng of "strengthened mulC-vote shares" to the extent of a maximum of three (3) votes per Share (including the addiConal votes for "ordinary mulC-vote shares" introduced to ArCcle 8.5.1), consequently amending ArCcle 8 of the By-Laws.

Pursuant to the pro tempore regulatory provisions in force and applicable, the minutes of the Shareholders' MeeCng, and the By-Laws with the amendments to the By-Laws approved at the same Shareholders' MeeCng, were made available today at Elica's registered office, on the Company's website hWps://corporate.elica.com/en/governance/shareholders-meeCng, as well as at the authorised storage mechanism , at .

At the same Cme, for the sake of completeness and transparency of informaCon, the following have been made available on the Company's website at hWps://corporate.elica.com/en/mulC-vote-shares : the MulC-VoCng Rights RegulaCon, as approved by the Board of Directors, and the Form for requesCng such.

SHAREHOLDERS ENTITLED TO EXERCISE THE RIGHT OF WITHDRAWAL

Elica's shareholders who did not parCcipate in the approval of the "STRENGTHENED MULTI-VOTE SHARES" at the Shareholders' MeeCng due to their absence, abstaining or dissent (the "En<tled Shareholders") have the right to exercise within 15 (fieeen) days from the above-menConed date of the filing of the Minutes of the Shareholders' MeeCng (the "Withdrawal Exercise Deadline") the right to withdraw pursuant to ArCcle 2437, paragraph one, leWer g) of the Civil Code (the "Withdrawal Right"). The Right of Withdrawal concerns all or a porCon of the Elica shares held by the EnCtled Shareholders.

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

LIQUIDATION VALUE

The gross liquidaCon value of the Shares for which the Right of Withdrawal may be exercised is Euro 1.9094 per Share (the "Liquida<on Value").The LiquidaCon Value was determined by the Board of Directors pursuant to ArCcle 2437-ter, paragraph 3, of the Civil Code.

PROCEDURE TO EXERCISE THE RIGHT OF WITHDRAWAL

The main terms and procedures for exercising the Right of Withdrawal are outlined in the Board of Directors' Explanatory Report pursuant to ArCcle 2437-ter of the Civil Code and in the MulC-VoCng Rights RegulaCon made available, together with the DeclaraCon of Withdrawal (as defined below) on the Company's website hWps://corporate.elica.com/it/governance, which includes a secCon dedicated to mulC-vote shares.

EnCtled Shareholders may exercise their Right of Withdrawal no later than the Withdrawal Exercise Deadline and therefore no later than October 22, 2024, by sending a declaraCon (the "Declara<on of Withdrawal") according to the following means:

  • a. registered leWer with return receipt, addressed to Elica S.p.A. at c/o Computershare S.p.A. via Lorenzo Mascheroni n. 19, 20145 Milan; or
  • b. by cerCfied e-mail from the authorised person's PEC address to the PEC address [email protected]; or
  • c. computer document signed with a ature pursuant to LegislaCve Decree No. 82 of March 7, 2005, or with another type of qualified electronic signature pursuant to RegulaCon (EU) 910/2014 of the European Parliament and of the Council of July 23, 2014, sent from the email address (which need not be a cerCfied address) of the Withdrawing Shareholder to the PEC address [email protected].

Under penalty of inadmissibility, the DeclaraCon of Withdrawal must contain:

  • parCculars of the shareholder who has exercised the right of withdrawal, their domicile and a telephone number for communicaCons relaCng to the Right of Withdrawal;
  • the number of shares for which the Right of Withdrawal is exercised;
  • the indicaCon of the intermediary in whose account the shares subject to withdrawal are registered, with the relaCve details of the account.

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

The EnCtled Shareholder must also request that the intermediary issue, at the same Cme as sending the DeclaraCon of Withdrawal, a noCce cerCfying:

  • that the applicant has owned the shares subject to withdrawal for an uninterrupted period from before the opening of the Extraordinary Shareholders' MeeCng and unCl the Cme the noCce is issued by the intermediary; and
  • that the shares subject to withdrawal are not subject to a pledge or other encumbrance.

Under penalty of nullity of the DeclaraCon of Withdrawal, if the shares subject to withdrawal are encumbered by a pledge or other encumbrance in favour of a third party, the Withdrawing Shareholder must also aWach to the DeclaraCon of Withdrawal a statement by the pledgee (or the beneficiary of the encumbrance) in which this party irrevocably and uncondiConally consents to the release of the shares from the pledge and/or encumbrance and to the related liquidaCon, in accordance with the instrucCons of the withdrawing shareholder.

Pursuant to ArCcle 2437-bis, paragraph 2 of the Civil Code, the shares for which the Right of Withdrawal has been exercised are non-transferable and may not be sold or be the subject of acts of disposal unCl they have been liquidated in accordance with the procedures set out below. For this purpose, the intermediary shall place a book entry lien on the account with which the shares are deposited.

DeclaraCons of Withdrawal sent beyond the Withdrawal Exercise Deadline or lacking the necessary informaCon or not accompanied in sufficient Cme by the relaCve declaraCons above will be inadmissible and, in any case, ineffecCve. The Withdrawing Shareholders guarantee the accuracy of the informaCon contained in the DeclaraCons of Withdrawal submiWed by them respecCvely, and are required to submit such by the Withdrawal Exercise Deadline for the valid exercise of the Right of Withdrawal, it being understood that the Company assumes no responsibility in this regard.

It is recalled that the effecCveness of the resoluCon of the Shareholders' MeeCng on "strengthened mulC-vote shares" is condiConal on the non-fulfilment of one of the following circumstances ("Resolu<ve Condi<ons") established in the interest of the Company:

  • 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

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

purposes of the liquidaCon of the withdrawal (i.e. the LiquidaCon 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 LiquidaCon Value and this difference mulCplied by the number of Elica shares subject to withdrawal unopted, exceeds in total the amount of Euro 1,000,000 (one million).

Therefore, in the event that one or more of the above CondiCons is fulfilled and the Board of Directors of the Company does not revoke them, the Shareholders' MeeCng resoluCon approving the "strengthened mulK-vote shares" and, as a result, the DeclaraCons of Withdrawal shall be ineffecCve and the shares held by those persons who had exercised the withdrawal will conCnue to be held by the respecCve shareholders.

LIQUIDATION PROCEDURE FOR SHARES FOR WHICH THE RIGHT OF WITHDRAWAL HAS BEEN EXERCISED

Pursuant to ArCcle 2437-quater of the Civil Code, once the shares subject to withdrawal have been determined, the procedure to liquidate the shares is undertaken as per ArCcle 2437-quater of the civil code. In parCcular, it being understood that further details shall be made available according to the Cmeframes and in the manner prescribed by the pro tempore applicable legal and regulatory provisions:

  • the shares for which the Right of Withdrawal will be exercised shall be offered as opCons to the other shareholders in proporCon to the number of shares held (the "Op<on Right"). The OpCon Right exercise period will last at least 30 days aeer the offer is filed with the Marche Companies Register;
  • those who have exercised their OpCon Right also have a pre-empCon right on the purchase of the shares that remain unopted (the "Pre-Emp<on Right");
  • should the shareholders not purchase all the shares offered as opCons, the Directors may decide to offer the unopted shares to the market;
  • any remaining shares that have not been sold, or in the event that the Directors decide not to offer these shares to the market, such shares will be purchased by the Company at the LiquidaCon Value using available profits and reserves.

The manner and Cmeframes for the liquidaCon process (including, among other maWers, the number of Shares for which the Right of Withdrawal has been exercised, details of the OpCon Right and of the Pre-EmpCon Right, as well as any Company offer to the market and purchase) will be communicated within the Cmeframes and in the manner provided for by the legal and regulatory provisions in force and applicable at the Cme.

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

Please note that the shares will be liquidated only if one of the ResoluCve CondiCons is not fulfilled or if the Board of Directors, despite the fulfilment of one or more of them, has waived them. Otherwise, the Shareholders' MeeCng ResoluCon that enabled the withdrawal shall cease to be effecCve. As a result, DeclaraCons of Withdrawal will also cease to be effecCve, with the clarificaCon 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 conCnue to be held by the respecCve shareholders.

***

This press release, pursuant to the pro tempore regulatory provisions in force and applicable, is made available on the Company's website hWps://corporate.elica.com/en/press-room, on the authorised storage mechanism , at , and also in excerpt form in the Milano Finanza newspaper on tomorrow's date October 8, 2024.

***

Elica is an Italian company that sits at the forefront of the design and produc6on 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 facili6es 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 ac6vi6es: design that combines aesthe6cs and performance for an extraordinary cooking experience, art as a model for crea6ve processes and working methods, and innova6on for technology that brings out the very best in product func6onality.

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

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